UNDERWRITING AGREEMENT between STONELEIGH PARTNERS ACQUISITION CORP. and HCFP/BRENNER SECURITIES LLCUnderwriting Agreement • April 9th, 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 • April 9th, 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 • April 9th, 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”).
HCFP/BRENNER SECURITIES LLC 9th FLOOR NEW YORK, NEW YORK 10106 SELECTED DEALERS AGREEMENTSelected Dealers Agreement • April 9th, 2007 • Stoneleigh Partners Acquisition Corp. • Blank checks • New York
STONELEIGH PARTNERS ACQUISITION CORP.Warrant Agreement • April 9th, 2007 • Stoneleigh Partners Acquisition Corp. • Blank checks
is the registered holder of a Warrant or Warrants expiring ________, 2011 (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 $5.50 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
STOCK ESCROW AGREEMENTStock Escrow Agreement • April 9th, 2007 • Stoneleigh Partners Acquisition Corp. • Blank checks • New York
As of April 4, 2007Purchase Agreement • April 9th, 2007 • Stoneleigh Partners Acquisition Corp. • Blank checks
Subscription AgreementSubscription Agreement • April 9th, 2007 • Stoneleigh Partners Acquisition Corp. • Blank checks
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.
