February 27, 2007
February
27, 2007
HCFP/Xxxxxxx
Securities LLC
000
Xxxxxxx Xxxxxx - 00xx Floor
New
York
NY 10106
Gentlemen:
This
letter will confirm the agreement of each of the undersigned (a “Purchaser and,
collectively, the “Purchasers”) to purchase Series B units (“Units”) of
Stoneleigh Partners Acquisition Corp. (“Company”) upon the terms and conditions
set forth herein. This letter is intended to constitute a "written plan for
trading securities" within the meaning of Rule l0b5-1 promulgated under the
Securities Exchange Act of 1934, as amended (“Exchange Act”). Notwithstanding
anything to the contrary contained herein, no purchase may take place if such
purchase would violate any United States Federal securities law.
Each
Purchaser agrees that this letter agreement (which may be evidenced by original
or facsimile counterpart signatures hereto) constitutes an irrevocable order
for
HCFP/Xxxxxxx Securities LLC (“HCFP”) or another broker/dealer mutually agreed
upon by HCFP and the Purchasers (in any case, the “Broker”) to purchase for the
Purchasers’ accounts during the period commencing five business days after
the Company files a preliminary proxy statement (the “Preliminary Proxy
Statement”) seeking approval of the holders of its Class B common stock, par
value $.0001 per share, of its initial business combination (herein referred
to
as a “Business Combination”) and ending 30 days thereafter (the “Purchase
Period”) up to $15,000,000 of Units (the “Maximum Stock Purchase”). Any
purchases made under this letter agreement shall be made on behalf of the
Purchasers in the percentages (the “Maximum Stock Purchase Percentage”) set
forth on Schedule A hereto; provided, however, that in the event that one
or more Purchasers fails to satisfy his obligations under this Agreement
(each such Purchaser shall be referred to as a “Defaulting Purchaser”), each
other Purchaser(s)’ (the “Remaining Purchasers”) Maximum Stock Purchase
Percentage shall increase on the same percentage basis necessary to satisfy
the
Maximum Stock Purchase.
Each
Purchaser further agrees that this letter agreement constitutes an irrevocable
limit order to satisfy the Maximum Stock Purchase at prices not to exceed
$10.65. The Purchasers shall deposit the funds and/or marketable securities
that
are fully marginable under applicable federal securities laws which are
necessary to satisfy the Maximum Stock Purchase in the percentages set forth
on
Schedule A (including through the use of margin) in an account designated by
the
Broker prior to the Company's filing the Preliminary Proxy Statement and agrees
to provide to HCFP until such time, on a monthly basis, statements confirming
that the Purchasers have sufficient funds necessary to satisfy the Maximum
Stock
Purchase. In the event that a Purchaser’s Maximum Stock Purchase Percentage
increases, the Remaining Purchasers shall promptly, upon written notice from
HCFP, deposit such additional funds necessary to satisfy its increased Maximum
Stock Purchase obligation under this letter agreement.
HCFP/Xxxxxxx
Securities LLC
Page
-2-
February
27, 2007
The
Broker agrees to fill such order in such amounts and at such times and prices,
in accordance with the foregoing instructions, as it may determine, in its
sole
discretion, during the Purchase Period, subject to the limitations of Rule
10b-18 promulgated under the Exchange Act. Accordingly, only purchases permitted
by Rule 10b-18 will be made, and all purchases shall be executed in the Broker's
normal fashion and pursuant to applicable regulation by the SEC and NASD. The
Broker further agrees that it will not charge the Purchasers any fees and/or
commissions with respect to such purchases.
Each
Purchaser agrees that he shall not sell or transfer any shares of Common Stock
purchased hereunder until the end of the Business Combination
Period (as defined in the Company’s Certificate of Incorporation as will be
in effect on the date the Company’s initial public offering is
consummated).
Each
Purchaser understands that he shall be responsible to arrange for any filings
that may be required under applicable law (e.g., Schedule 13D, and Forms 4
and
5). Accordingly, the Broker will provide copies of confirmations of transactions
pursuant to this letter within 24 hours of each transaction to the undersigned
and any other designated person to facilitate the Purchaser's reporting
obligations under applicable law.
Each
Purchaser represents and warrants that (i) the Purchaser is not presently aware
of any material nonpublic information regarding the Company or its securities,
and (ii) the Purchaser is currently able to enter into this letter agreement.
Each Purchaser covenants that the Purchaser will not discuss or otherwise
disclose material nonpublic information to the Broker's personnel responsible
for carrying out this purchase obligation during the Purchase
Period.
Each
Purchaser may notify the Broker that all or part of the Purchaser Maximum Stock
Purchase will be made by an affiliate or affiliates of the undersigned (or
other
persons or entities introduced to the Broker by the Purchaser (a “Designee(s)”))
who (or which) will have an account at the Broker and, in such event, the Broker
will make such purchase on behalf of said affiliate(s) or Designee(s); provided,
however, that the Purchaser hereby agrees to make payment of the purchase price
of such purchases in the event that the affiliate(s) or Designee(s) fail to
make
such payment.
The
Company is unaware, without any inquiry or responsibility to make any inquiry,
of any other legal, contractual or regulatory restrictions applicable to the
Purchaser as of the date of hereof that would prohibit the Purchaser from
entering into this letter or making any purchase pursuant to the instructions
provided herein.
HCFP/Xxxxxxx
Securities LLC
Page
-3-
February
27, 2007
This
letter agreement shall for all purposes be deemed to be made under and shall
be
construed in accordance with the laws of the State of New York, without giving
effect to conflicts of law principles that would result in the application
of
the substantive laws of another jurisdiction. This letter agreement may be
executed in one or more original or facsimile counterparts, and by the different
parties hereto in separate counterparts, each of which shall be deemed to be
an
original, but all of which taken together shall constitute one and the same
agreement, and shall become effective when one or more counterparts has been
signed by each of the parties hereto and delivered to each of the other parties
hereto.
Very
truly yours,
_________________________
Xxxx
Xxxxx
_________________________
Xxxxx
Xxxxx
_________________________
Xxxxxx
Xxxxxxx
_________________________
Xxxxxxxx
Xxxxxxxx
_________________________
Xxxxx
Xxxxxxx
SCHEDULE
A
|
Xxxx
X. Xxxxx
|
38.7150
|
%
|
||
|
Xxxxx
X. Xxxxx
|
24.3822
|
%
|
||
|
Xxxxxx
X. Xxxxxxx
|
24.3822
|
%
|
||
| Xxxxx Xxxxxxx | 6.2603 |
%
|
||
| Xxxxxxxx Xxxxxxxx | 6.2603 |
%
|
||
