UNDERWRITING AGREEMENT between STONELEIGH PARTNERS ACQUISITION CORP. and HCFP/BRENNER SECURITIES LLCUnderwriting Agreement • January 24th, 2007 • 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:
WARRANT AGREEMENTWarrant Agreement • January 24th, 2007 • Stoneleigh Partners Acquisition Corp. • Blank checks • New York
Agreement made as of __________, 2007 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 AGREEMENTInvestment Management Trust Agreement • January 24th, 2007 • Stoneleigh Partners Acquisition Corp. • Blank checks • New York
This Agreement is made as of [ ], 2007 by and between Stoneleigh Partners Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”).
STONELEIGH PARTNERS ACQUISITION CORP.Stoneleigh Partners Acquisition Corp. • January 24th, 2007 • Blank checks
is the registered holder of a Warrant or Warrants expiring ________, 2015 (the “Warrant”) to purchase one fully paid and non-assessable share of Common Stock, par value $.0001 per share (“Shares”), of Stoneleigh Partners Acquisition Corp., a Delaware corporation (the “Company”), for each Warrant evidenced by this Warrant Certificate. The Warrant entitles the holder thereof to purchase from the Company, commencing on the later of the consummation by the Company of a merger, capital stock exchange, asset acquisition or other similar business combination and _________, 2008, such number of Shares of the Company at the price of $1.75 per share (subject to adjustment), upon surrender of this Warrant Certificate and payment of the Warrant Price at the office or agency of the Warrant Agent, Continental Stock Transfer & Trust Company (such payment to be made by check made payable to the Warrant Agent), but only subject to the conditions set forth herein and in the Warrant Agreement between the
HCFP/BRENNER SECURITIES LLC 17th FLOOR NEW YORK, NEW YORK 10106 SELECTED DEALERS AGREEMENTSelected Dealers Agreement • January 24th, 2007 • Stoneleigh Partners Acquisition Corp. • Blank checks • New York
