Unassociated Document


     

    INVESTMENT
      MANAGEMENT TRUST AGREEMENT

     

    This
      Agreement is made as of __________, 2008 by and between Spring Creek Acquisition
      Corp. (the “Company”) and American Stock Transfer & Trust Company, as
      trustee (the “Trustee”).

     

    WHEREAS,
      the Company’s Registration Statement on Form S-1, No. 333-147284 (as amended
      from time to time) (“Registration Statement”), for its initial public offering
      of securities (“IPO”) has been declared effective as of the date hereof by the
      Securities and Exchange Commission (“Effective Date”); and 

     

    WHEREAS,
      EarlyBirdCapital, Inc. is acting as the representative (the “Representative”) of
      the underwriters in the IPO; and

     

    WHEREAS,
      the Company has issued securities in a private placement that will occur
      immediately prior to the IPO (the “Placement”); and 

     

    WHEREAS,
      as described in the Company’s Registration Statement, and in accordance with the
      Company’s Amended and Restated Certificate of Incorporation, $32,770,000 of the
      proceeds of the IPO, net of all discounts and commissions including the Deferred
      Compensation (as defined below) ($37,792,000 if the underwriters’ over-allotment
      option is exercised in full) will be delivered to the Trustee to be deposited
      and held in a trust account (the “Trust Account") for the benefit of the Company
      and the holder’s of the Company’s Ordinary Shares, par value $.0001 per share,
      issued in the IPO (the “IPO Shares”) as hereinafter provided, and in the event
      the units issued in the IPO are registered in Colorado, pursuant to Section
      11-51-302(6) of the Colorado revised statutes (the “CRS”). A copy of Section
      11-51-302(6) of the CRS is attached hereto and made a part hereof;
      and

     

    WHEREAS,
      pursuant to the Placement Warrant Purchase Agreement, dated as of
      _______________, 2007, among the Company and certain purchasers, the entire
      proceeds of the private placement of the warrants with the Company’s purchasers,
      equal to $1,250,000, will be delivered to the Trustee to be deposited in the
      Trust Account; and

     

    WHEREAS,
      pursuant to the Underwriting Agreement, an additional $1,080,000 (or $1,242,000
      if the underwriters’ over-allotment option is exercised in full), (or the amount
      specified in the notice delivered pursuant to Section 2(d) hereof), representing
      a portion of the underwriters’ discount (the “Deferred Compensation”) which the
      Representative, on behalf of the underwriters, has agreed to deposit into the
      Trust Account; and 

     

    WHEREAS,
      the amount to be delivered to the Trustee, including the proceeds of the IPO
      and
      the private placement and the Deferred Compensation, will be referred to herein
      as the “Property,” the shareholders for whose benefit the Trustee shall hold the
      Property will be referred to as the “Public Shareholders;” and the Public
      Shareholders, the Representative and the Company will be referred to together
      as
      the “Beneficiaries;” and the Company and the Trustee desire to enter into this
      Agreement to set forth the terms and conditions pursuant to which the Trustee
      shall hold the Property; and

     

    WHEREAS,
      the Company and the Trustee desire to enter into this Agreement to set forth
      the
      terms and conditions pursuant to which the Trustee shall hold the
      Property;

     

    IT
      IS
      AGREED:


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    1. Agreements
      and Covenants of Trustee.
      The
      Trustee hereby agrees and covenants to:

     

    (a) Hold
      the
      Property in trust for the Beneficiaries in accordance with the terms of this
      Agreement, including without limitation, the terms of Section 11-51-302(6)
      of
      the CRS, in a segregated trust account established by the Trustee at a branch
      of
      Credit Suisse Bank; 

     

    (b) Manage,
      supervise and administer the Trust Account subject to the terms and conditions
      set forth herein;

     

    (c) In
      a
      timely manner, upon the instruction of the Company, to invest and reinvest
      the
      Property in any “Government Security.” As used herein, Government Security means
      any Treasury Bill issued by the United States, having a maturity of 180 days
      or
      less or any open ended investment company registered under the Investment
      Company Act of 1940 that holds itself out as a money market fund meeting the
      conditions of paragraphs (c)(2), (c)(3) and (c)(4) under Rule 2a-7 promulgated
      under the Investment Company Act of 1940;

     

    (d) Collect
      and receive, when due, all principal and income arising from the Property,
      which
      shall become part of the “Property,” as such term is used herein;

     

    (e) Notify
      the Company and the Representative of all communications received by it with
      respect to any Property requiring action by the Company;

     

    (f) Supply
      any necessary information or documents as may be requested by the Company in
      connection with the Company’s preparation of the tax returns for the Trust
      Account;

     

    (g) Participate
      in any plan or proceeding for protecting or enforcing any right or interest
      arising from the Property if, as and when instructed by the Company and/or
      the
      Representative to do so;

     

    (h) Render
      to
      the Company and to the Representative, and to such other person as the Company
      may instruct, monthly written statements of the activities of and amounts in
      the
      Trust Account reflecting all receipts and disbursements of the Trust Account;
      and

     

    (i) If
      there
      is any income tax obligation relating to the income of the Property in the
      Trust
      Account, then, only at the written instruction of the Company, in a form
      substantially similar to that attached hereto as either Exhibit
      A,
      to make
      available in cash or by check from the Property in the Trust Account an amount
      specified by the Company as owing to the applicable taxing authority, which
      amount shall be paid directly to the taxing authority (though a check made
      out
      to the applicable taxing authority may be provided to the Company for inclusion
      with its tax returns) by electronic funds transfer, account debit or other
      method of payment; provided,
      however,
      (i)
      such distributions may only be made if and to the extent that interest has
      been
      earned on the amount initially deposited in the Trust Account sufficient to
      pay
      for such tax obligation and (ii) that if a taxing authority will not accept
      payment in such manner, then any payment which would have been made directly
      to
      the taxing authority may be made to the Company, and the Company shall forward
      such payment to the taxing authority; and 

     

    (j) Commence
      liquidation of the Trust Account only after receipt of and only in accordance
      with the terms of a letter (“Termination
      Letter”),
      in a
      form substantially similar to that attached hereto as either Exhibit
      B
      or
Exhibit
      C,
      signed
      on behalf of the Company by its (i) Chief Executive Officer and (ii) Chief
      Financial Officer, and complete the liquidation of the Trust Account and
      disburse the Property in the Trust Account (which disbursement shall include,
      in
      the event of a Business Combination (as hereafter defined), payment of the
      Deferred Compensation to the Representative) only as directed in the Termination
      Letter and the other documents referred to therein. The Trustee understands
      and
      agrees that, except as provided in this paragraph and paragraphs 1(i), 1(k)
      and
      6(a) hereof, disbursements from the Trust Account shall be made only pursuant
      to
      a duly executed Termination Letter, together with the other documents referenced
      herein. For purposes of this Agreement, (i) a “Business Combination” shall mean
      an acquisition by a stock exchange, asset acquisition or other similar business
      combination, or controlling, through contractual arrangements, of one or more
      Target Businesses (as hereinafter defined) having a fair market value of at
      least 80% of the Company’s net assets at the time of such acquisition. For
      purposes of this Agreement, the term “Target Business” shall mean an operating
      business that has its principal operations in the Greater China region (as
      described in the Registration Statement); and


    
      
        
        

      

      
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    (k) Upon
      one
      or more written requests from the Company, which may be given not more than
      once
      in any calendar month period, the Trustee shall distribute to the Company
      interest earned on the Trust Account, as specified by the Company in its written
      request to the Trustee, net of taxes payable, up to a maximum of $1,050,000.
      The
      distributions requested by the Company may be for any amount, provided that
      (i)
      in the aggregate, all distributions under this Section 1(k) may not exceed
      $1,050,000 and (ii) that such distributions may only be made if and to the
      extent that interest has been earned on the amount initially deposited into
      the
      Trust Account in the amount requested by the Company; and

     

    (l) Permit
      or
      effect no distribution from the Trust Account except in accordance with Sections
      1(i), 1(j), 1(k) and 6(a).

     

    2. Agreements
      and Covenants of the Company.
      The
      Company hereby agrees and covenants to:

     

    (a) Provide
      all instructions to the Trustee hereunder in writing, signed by the Company’s
      Chief Executive Officer or Chief Financial Officer. In addition, except with
      respect to its duties under Section 1(i) above, the Trustee shall be entitled
      to
      rely on, and shall be protected in relying on, any verbal or telephonic advice
      or instruction which it in good faith believes to be given by the Chief
      Executive Officer of the Chief Financial Officer;

     

    (b) Hold
      the
      Trustee harmless and indemnify the Trustee from and against any and all
      expenses, including reasonable counsel fees and disbursements, or loss suffered
      by the Trustee in connection with any action, suit or other proceeding brought
      against the Trustee involving any claim, or in connection with any claim or
      demand which in any way arises out of or relates to this Agreement, the services
      of the Trustee hereunder, or the Property or any income earned from investment
      of the Property, except for expenses and losses resulting from the Trustee’s
      gross negligence or willful misconduct. Promptly after the receipt by the
      Trustee of notice of demand or claim or the commencement of any action, suit
      or
      proceeding, pursuant to which the Trustee intends to seek indemnification under
      this paragraph, it shall notify the Company in writing of such claim
      (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the
      right to conduct and manage the defense against such Indemnified Claim,
      provided, that the Trustee shall obtain the consent of the Company with respect
      to the selection of counsel, which consent shall not be unreasonably withheld.
      The Trustee may not agree to settle any Indemnified Claim without the prior
      written consent of the Company. The Company may participate in such action
      with
      its own counsel; 

     

    (c) Pay
      the
      Trustee an initial acceptance fee of $_______ and an annual fee of $________
      (it
      being expressly understood that the Property shall not be used to pay such
      fee).
      The Company shall pay the Trustee the initial acceptance fee and first year’s
      fee at the consummation of the IPO and shall thereafter pay the annual fee
      on
      the anniversary of the Effective Date. The Trustee shall refund to the Company
      the fee (on a pro rata basis) with respect to any period after the liquidation
      of the Trust Fund. The Company shall not be responsible for any other fees
      or
      charges of the Trustee except as may be provided in Section 2(b) hereof (it
      being expressly understood that the Property shall not be used to make any
      payments to the Trustee under such Section);


    
      
        
        

      

      
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    (d) Within
      five business days after the Representative’s over-allotment option (or any
      unexercised portion thereof) expires or is exercised in full, provide the
      Trustee notice in writing (with a copy to the Representative) of the total
      amount of the Deferred Compensation, which shall in no event be less than
      $1,080,000;

     

    (e) Provide
      to the Trustee any letter of intent, agreement in principle or definitive
      agreement that is executed in connection with a Business Combination, together
      with a certified copy of a unanimous resolution of the Board of Directors of
      the
      Company affirming that such letter of intent, agreement in principle or
      definitive agreement is in effect; and 

     

    (f) In
      connection with any vote of the Company’s shareholders regarding a Business
      Combination, provide to the Trustee an affidavit or certificate of a firm
      regularly engaged in the business of soliciting proxies and tabulating
      shareholder votes verifying the vote of the Company’s shareholders and the
      Company’s Public Shareholders regarding such Business Combination.

     

    3. Limitations
      of Liability.
      The
      Trustee shall have no responsibility or liability to:

     

    (a) Take
      any
      action with respect to the Property, other than as directed in Section 1 hereof
      and the Trustee shall have no liability to any party except for liability
      arising out of its own gross negligence or willful misconduct;

     

    (b) Institute
      any proceeding for the collection of any principal and income arising from,
      or
      institute, appear in or defend any proceeding of any kind with respect to,
      any
      of the Property unless and until it shall have received written instructions
      from the Company given as provided herein to do so and the Company shall have
      advanced or guaranteed to it funds sufficient to pay any expenses incident
      thereto;

     

    (c) Change
      the investment of any Property, other than in compliance with Section
      1(c);

     

    (d) Refund
      any depreciation in principal of any Property;

     

    (e) Assume
      that the authority of any person designated by the Company or the Representative
      to give instructions hereunder shall not be continuing unless provided otherwise
      in such designation, or unless the Company or the Representative shall have
      delivered a written revocation of such authority to the Trustee;

     

    (f) The
      other
      parties hereto or to anyone else for any action taken or omitted by it, or
      any
      action suffered by it to be taken or omitted, in good faith and in the exercise
      of its own best judgment, except for its gross negligence or willful misconduct.
      The Trustee may rely conclusively and shall be protected in acting upon any
      order, notice, demand, certificate, opinion or advice of counsel (including
      counsel chosen by the Trustee), 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 Trustee, in good faith, to be
      genuine and to be signed or presented by the proper person or persons. The
      Trustee shall not be bound by any notice or demand, or any waiver, modification,
      termination or rescission of this Agreement or any of the terms hereof, unless
      evidenced by a written instrument delivered to the Trustee signed by the proper
      party or parties and, if the duties or rights of the Trustee are affected,
      unless it shall give its prior written consent thereto;


    
      
        
        

      

      
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    (g) Verify
      the correctness of the information set forth in the Registration Statement
      or to
      confirm or assure that any acquisition made by the Company or any other action
      taken by it is as contemplated by the Registration Statement, unless an officer
      of the Trustee has actual knowledge thereof, or written notice of such event
      is
      sent to the Trustee or as otherwise required under Section 1(j) hereof;
      and

     

    (h) Pay
      any
      taxes on behalf of the Trust Account (it being expressly understood that, as
      set
      forth in Section 1(i), if there is any income tax obligation relating to the
      income of the Property in the Trust Account, then, at the written instruction
      of
      the Company, the Trustee shall make available by check or in cash for transfer
      by account debit or wire transfer directly to the taxing authorities designated
      by the Company, the amount indicated by the Company as owing to each such taxing
      authority).

     

    4. Certain
      Rights Of
      Trustee.
      

     

    (a) Before
      the Trustee acts or refrains from acting, it may require an Officer’s
      Certificate or opinion of counsel or both. The Trustee shall not be liable
      for
      any action it takes or omits to take in good faith in reliance on such Officer’s
      Certificate or opinion of counsel. The Trustee may consult with counsel and
      the
      advice of such counsel or any opinion of counsel shall be full and complete
      authorization and protection from liability in respect of any action taken,
      suffered or omitted by it hereunder in good faith and in reliance thereon.
      

     

    (b) The
      Trustee may act through its attorneys and agents and shall not be responsible
      for the misconduct or negligence of any agent appointed with due care.


     

    (c) The
      Trustee shall not be liable for any action it takes or omits to take in good
      faith that it believes to be authorized or within the rights or powers conferred
      upon it by this Agreement. 

     

    (d) The
      Trustee shall not be responsible for and makes no representation as to the
      validity or adequacy of this Agreement; it shall not be accountable for the
      Company’s use of the proceeds from the Trust Account. Notwithstanding the
      effective date of this Agreement or anything to the contrary contained in this
      Agreement, the Trustee shall have no liability or responsibility for any act
      or
      event relating to this Agreement or the transactions related thereto which
      occur
      prior to the date of this Agreement, and shall have no contractual obligations
      to the Beneficiaries until the date of this Agreement.

     

    5. No
      Right of Set-Off.
      The
      Trustee waives any right of set-off or any right, title, interest or claim
      of
      any kind that the Trustee may have against the Property held in the Trust
      Account. In the event that the Trustee has a claim against the Company under
      this Agreement, including, without limitation, under Section 2(b), the Trustee
      will pursue such claim solely against the Company and not against the Property
      held in the Trust Account.

     

    6. Termination.
      This
      Agreement shall terminate as follows:

     

    (a) If
      the
      Trustee gives written notice to the Company that it desires to resign under
      this
      Agreement, the Company shall use its reasonable efforts to locate a successor
      trustee. At such time that the Company notifies the Trustee that a successor
      trustee has been appointed by the Company and has agreed to become subject
      to
      the terms of this Agreement, the Trustee shall transfer the management of the
      Trust Account to the successor trustee, including but not limited to the
      transfer of copies of the reports and statements relating to the Trust Account,
      whereupon this Agreement shall terminate; provided,
      however,
      that,
      in the event that the Company does not locate a successor trustee within ninety
      days of receipt of the resignation notice from the Trustee, the Trustee may
      submit an application to have the Property deposited with the United States
      District Court for the Southern District of New York and upon such deposit,
      the
      Trustee shall be immune from any liability whatsoever that arises due to any
      actions or omissions to act by any party after such deposit; or


    
      
        
        

      

      
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    (b) At
      such
      time that the Trustee has completed the liquidation of the Trust Account in
      accordance with the provisions of Section 1(j) hereof, and distributed the
      Property in accordance with the provisions of the Termination Letter, this
      Agreement shall terminate except with respect to Section 2(b).

     

    7. Miscellaneous.

     

    (a) The
      Company and the Trustee each acknowledge that the Trustee will follow the
      security procedures set forth below with respect to funds transferred from
      the
      Trust Account. Upon receipt of written instructions, the Trustee will confirm
      such instructions with an Authorized Individual at an Authorized Telephone
      Number listed on the attached Exhibit
      D
      or such
      other individuals and telephone numbers as are authorized from time to time
      pursuant to the notice provisions of this Agreement. The Company and the Trustee
      will each restrict access to confidential information relating to such security
      procedures to authorized persons. Each party must notify the other party
      immediately if it has reason to believe unauthorized persons may have obtained
      access to such information, or of any change in its authorized personnel. In
      executing funds transfers, the Trustee will rely upon account numbers or other
      identifying numbers of a Beneficiary, Beneficiary’s bank or intermediary bank,
      rather than names. The Trustee shall not be liable for any loss, liability
      or
      expense resulting from any error in an account number or other identifying
      number, provided it has accurately transmitted the numbers
      provided.

     

    (b) This
      Agreement shall be governed by and construed and enforced 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. It may be executed in several counterparts, each one
      of
      which shall constitute an original, and together shall constitute but one
      instrument.

     

    (c) This
      Agreement contains the entire agreement and understanding of the parties hereto
      with respect to the subject matter hereof. This Agreement or any provision
      hereof may only be changed, amended or modified by a writing signed by each
      of
      the parties hereto; provided,
      however,
      that no
      such change, amendment or modification (other than to correct a typographical
      or
      similar technical error) may be made to Sections 1(i), 1(j), 1(k) and 1(l)
      hereof without the consent of the holders of 90% of the IPO Shares, it being
      the
      specific intention of the parties hereto that each Public Shareholder is and
      shall be a third-party beneficiary of this Section 7(c) with the same right
      and
      power to enforce this Section 7(c) as either of the parties hereto. For purposes
      of this Section 7(c), the “consent of the holders of 90% of the IPO Shares”
shall mean receipt by the Trustee of a certificate from an entity certifying
      that (i) such entity regularly engages in the business of serving as inspector
      of elections for companies whose securities are publicly traded, and (ii) either
      (a) the holders of record of 90% of the IPO Shares of record as of a record
      date
      established in accordance with the applicable provisions of the Companies Law
      (2004 Revision) of the Cayman Islands (the “Companies Law”), have voted in favor
      of such amendment or modification or (b) the holders of record of 90% of the
      IPO
      Shares of record as of a record date established in accordance with the
      applicable provisions of the Companies Law have delivered to such entity a
      signed writing approving such amendment or modification. 

     

    (d) As
      to any
      claim, cross-claim or counterclaim in any way relating to this Agreement, each
      party waives the right to trial by jury.


    
      
        
        

      

      
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    (e) The
      parties hereto consent to the jurisdiction and venue of any state or federal
      court located in the City of New York, Borough of Manhattan, for purposes of
      resolving any disputes hereunder.

     

    (f) Any
      notice, consent or request to be given in connection with any of the terms
      or
      provisions of this Agreement shall be in writing and shall be sent by express
      mail or similar private courier service, by certified mail (return receipt
      requested), by hand delivery or by facsimile transmission:

     

    if
      to the
      Trustee, to:

     

    American
      Stock Transfer & Trust Company

    59
      Maiden
      Lane

    New
      York,
      New York 10038

    Attn: ________________

    Fax
      No.:
      (___) __________

     

    if
      to the
      Company, to:

     

    Spring
      Creek Acquisition Corp.

    10F,
      Room#1005, Fortune Int’l Building

    No.
      17,
      North DaLiuShu Road

    Hai
      Dian
      District, Beijing 100081

    People’s
      Republic of China

    Attn:
      James Cheng-Jee Sha, Chief Executive Officer (Principal Executive
      Officer)

    Fax
      No.:


     

    in
      either
      case with a copy to (which shall not constitute notice):

     

    EarlyBirdCapital,
      Inc.

    275
      Madison Avenue

    27th
      Floor

    New
      York,
      New York 10016

    Attn: ________________________

    Fax
      No.:
      ________________

     

    and

     

    Graubard
      Miller

    405
      Lexington Avenue

    New
      York,
      New York 10174

    Attn: David
      Alan Miller, Esq.

    Fax
      No.:
      (212) 818-8881

     

    and

     

    Loeb
      & Loeb LLP

    345
      Park
      Avenue

    New
      York,
      New York 10154

    Attn: Mitchell
      S. Nussbaum, Esq.

    Fax
      No.:
      (212) 407-4990


    
      
        
        

      

      
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    (g) This
      Agreement may not be assigned by the Trustee without the prior written consent
      of the Company.

     

    (h) Each
      of
      the Trustee and the Company hereby represents that it has the full right and
      power and has been duly authorized to enter into this Agreement and to perform
      its respective obligations as contemplated hereunder. The Trustee acknowledges
      and agrees that it shall not make any claims or proceed against the Trust
      Account, including by way of set-off, and shall not be entitled to any funds
      in
      the Trust Account under any circumstance.

     

    [Signature
      page follows]


    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the parties have duly executed this Investment Management
      Trust
      Agreement as of the date first written above.

     

    
      	
              AMERICAN
                STOCK TRANSFER & TRUST COMPANY, as Trustee

            
	 
	
              By:
                

            	 

	 	
              Name:

            
	 	
              Title:

            
	 	 
	
              SPRING
                CREEK ACQUISITION CORP.

            
	 
	
              By:
                

            	  

	 	
              Name:
                James Cheng-Jee Sha

            
	 	
              Title:
                Chief Executive Officer

            


    


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
      A

     [Letterhead
      of Company]

     

    [Insert
      date]

     

    American
      Stock Transfer 

    &
      Trust Company

    59
      Maiden
      Lane

    New
      York,
      New York 10038

    Attn:
      

     

    Re: Trust
      Account No.
      [                 
]

     

    Gentlemen:

     

    Pursuant
      to paragraph 1(i) of
      the
      Investment Management Trust Agreement between Spring Creek Acquisition Corp.
      (“Company”) and American Stock Transfer & Trust Company (“Trustee”), dated
      as of ____________, 2008 (“Trust Agreement”), the
      Company hereby requests that you deliver to the Company $_______ of the income
      earned on the Property as of the date hereof. The Company needs such funds
      to
      pay for the tax obligations as set forth on the attached tax return or tax
      statement. In accordance with the terms of the Trust Agreement, you are hereby
      directed and authorized to transfer (via wire transfer) such funds promptly
      upon
      your receipt of this letter to the Company’s operating account at:

     

    [WIRE
      INSTRUCTION INFORMATION]

     

    
      	
               Very
                truly yours,

            
	 
	
              SPRING
                CREEK ACQUISITION CORP.

            
	 
	
              By:
                

            	  

	 	
              Name:

            
	 	
              Title:

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B

    [Letterhead
      of Company]

     

    [Insert
      date]

     

    American
      Stock Transfer 

    &
      Trust Company

    59
      Maiden
      Lane

    New
      York,
      New York 10038

    Attn:
      

     

    Re: Trust
      Account No.
      [                        
] Termination Letter

     

    Gentlemen:

     

    Pursuant
      to Section 1(j) of the Investment Management Trust Agreement between Spring
      Creek Acquisition Corp. (“Company”) and American Stock Transfer & Trust
      Company (“Trustee”), dated as of ____________, 2008 (“Trust Agreement”), this is
      to advise you that the Company has entered into an agreement (“Business
      Agreement”) with __________________ (“Target Business”) to consummate a business
      combination with Target Business (“Business Combination”) on or about [insert
      date]. The Company shall notify you at least 48 hours in advance of the actual
      date of the consummation of the Business Combination (“Consummation Date”) and
      shall provide you with a certificate or affidavit in accordance with Section
      2(f) of the Trust Agreement. Capitalized terms used herein and not otherwise
      defined shall have the meanings ascribed to them in the Trust
      Agreement.

     

    In
      accordance with the terms of the Trust Agreement, we hereby authorize you to
      commence liquidation of the Trust Account to the effect that, on the
      Consummation Date, all of funds held in the Trust Account will be immediately
      available for transfer to the account or accounts that the Company shall direct
      on the Consummation Date.

     

    On
      the
      Consummation Date (i) counsel for the Company shall deliver to you written
      notification that (a) the Business Combination has been consummated and (b)
      the
      provisions of Section 11-51-302(6) and Rule 51-3.4 of the CRS have been met,
      and
      (ii) the Company and EarlyBirdCapital, Inc., as representative of the
      underwriters of the Company’s IPO (the “Representative”) shall deliver to you
      joint written instructions with respect to the transfer of the funds held in
      the
      Trust Account, including the Deferred Compensation (“Instructions”). You are
      hereby directed and authorized to transfer the funds, including the Deferred
      Compensation, held in the Trust Account immediately upon your receipt of the
      counsel’s letter, the Officer’s Certificate and the Instructions, in accordance
      with the terms of the Instructions. Notwithstanding the foregoing, upon
      verification of receipt by you of the Instruction Letter, we hereby agree and
      acknowledge that the Property in the Trust Account shall be distributed as
      follows: (1) first, to the Representative by wire transfer (or as otherwise
      directed by the Representative) in immediately available funds, the aggregate
      amount of $__________ plus any interest accrued thereon; and (2) thereafter,
      to
      any other Beneficiary in accordance with the terms of the Instructions. In
      the
      event that certain deposits held in the Trust Account may not be liquidated
      by
      the Consummation Date without penalty, you will notify the Company of the same
      and the Company, if the amount set forth in clause (1) shall not have been
      paid
      in full, the Company and the Representative shall issue joint written
      instructions directing you as to whether such funds should remain in the Trust
      Account and be distributed after the Consummation Date to the Company. Upon
      the
      distribution of all funds in the Trust Account pursuant to the terms hereof,
      the
      Trust Agreement shall be terminated.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    In
      the
      event that the Business Combination is not consummated on the Consummation
      Date
      described in the notice thereof and we have not notified you on or before the
      original Consummation Date of a new Consummation Date, then the funds held
      in
      the Trust Account shall be reinvested as provided in the Trust Agreement on
      the
      business day immediately following the Consummation Date as set forth in the
      notice.

     

    
      	
              Very
                truly yours,

            
	 
	
              SPRING
                CREEK ACQUISITION CORP.

            
	 
	
              By:
                

            	  

	 	
              Name:

            
	 	
              Title: Chief
                Executive Officer

            
	 	 
	
              By:
                

            	  

	 	
              Name:

            
	 	
              Title:
                Chief Financial Officer

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      C

     

    [Letterhead
      of Company]

     

    [Insert
      date]

    American
      Stock Transfer & Trust Company

    59
      Maiden
      Lane

    New
      York,
      New York 10038

    Attn:
      

     

    Re: Trust
      Account No.
      [               
] Termination Letter

     

    Gentlemen:

     

    Pursuant
      to Section 1(j) of the Investment Management Trust Agreement between Spring
      Creek Acquisition Corp. (“Company”) and American Stock Transfer & Trust
      Company (“Trustee”), dated as of ____________, 2008 (“Trust Agreement”), this is
      to advise you that the Board of Directors of the Company has voted to dissolve
      the Company and liquidate the Trust Account (as defined in the Trust Agreement).
      Attached hereto is a copy of the minutes of the meeting of the Board of
      Directors of the Company relating thereto, certified by an executive officer
      of
      the Company as true and correct and in full force and effect.

     

    In
      accordance with the terms of the Trust Agreement, we hereby (a) certify to
      you
      that, if applicable, the provisions of Section 11-51-302(6) and Rule 51-3.4
      of
      the Colorado Statute have been met and (b) authorize you to commence liquidation
      of the Trust Account as
      part
      of the Company’s plan of dissolution and distribution. In connection with this
      liquidation, you are hereby authorized to establish a record date for the
      purposes of determining the shareholders of record entitled to receive their
      per
      share portion of the Trust Account. The record date shall be within ten (10)
      days of the liquidation date, or as soon as thereafter as is practicable.
You
      will
      notify the Company and ______________ (“Designated Paying Agent”) in writing as
      to when all of the funds in the Trust Account will be available for immediate
      transfer (“Transfer Date”). The Designated Paying Agent shall thereafter notify
      you as to the account or accounts of the Designated Paying Agent that the funds
      in the Trust Account should be transferred to on the Transfer Date so that
      the
      Designated Paying Agent may commence distribution of such funds in accordance
      with the terms of the Trust Agreement and the Company’s Amended and Restated
      Certificate of Incorporation. Upon the payment of all the funds in the Trust
      Account, the Trust Agreement shall be terminated and the Trust Account
      closed. 

     

    


    
      	
              Very
                truly yours,

            
	 
	
              SPRING
                CREEK ACQUISITION CORP.

            
	 
	
              By:

            	  

	 	
              Name:

            
	 	
              Title:
                Chief Executive Officer

            
	 	 
	
              By:

            	   

	 	
              Name:

            
	 	
              Title:
                Chief Financial Officer

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      D

     

    
      	
              AUTHORIZED
                INDIVIDUAL(S)

              FOR
                TELEPHONE CALL BACK

            	 	
              AUTHORIZED

              TELEPHONE
                NUMBER(S)

            
	 	 	 
	
              Company:

            	 	 
	 	 	 
	
              Spring
                Creek Acquisition Corp.

              10F, Room #1005, Fortune Int’l Building

              No.
                17, North DaLinShu Road

              Hai
                Dian District, Beijing 10081

              People’s
                Republic of China

              Attn:
                James Cheng-Jee Sha

              Chief
                Executive Officer 

            	 	
              +86-106214-3501

            
	 	 	 
	
              Trustee:

            	 	 
	 	 	 
	
              American Stock Transfer & Trust Company

              59
                Maiden Lane

              New
                York, New York 10038

              Attn:
                

            	 	
              (212)