0001144204-06-022829 Sample Contracts

UNDERWRITING AGREEMENT between STONELEIGH PARTNERS ACQUISITION CORP. and HCFP/BRENNER SECURITIES LLC
Underwriting Agreement • May 26th, 2006 • Stoneleigh Partners Acquisition Corp. • Blank checks • New York

The undersigned, Stoneleigh Partners Acquisition Corp., a Delaware corporation (“Company”), hereby confirms its agreement with HCFP/Brenner Securities LLC (being referred to herein variously as “you,” “Brenner” or the “Representative”) and with the other underwriters named on Schedule I hereto for which Brenner is acting as Representative (the Representative and the other Underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:

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WARRANT AGREEMENT
Warrant Agreement • May 26th, 2006 • Stoneleigh Partners Acquisition Corp. • Blank checks • New York

Agreement made as of __________, 2006 between Stoneleigh Partners Acquisition Corp., a Delaware corporation, with offices at c/o PLM International, Inc., 555 Fifth Avenue, New York, New York 10017 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Warrant Agent”).

INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • May 26th, 2006 • Stoneleigh Partners Acquisition Corp. • Blank checks • New York

This Agreement is made as of [ ], 2006 by and between Stoneleigh Partners Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”).

HCFP/BRENNER SECURITIES LLC 17th FLOOR NEW YORK, NEW YORK 10106 SELECTED DEALERS AGREEMENT
Stoneleigh Partners Acquisition Corp. • May 26th, 2006 • Blank checks • New York
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