WARRANT
      AGREEMENT

     

    This
      Warrant Agreement (this “Warrant Agreement”) dated as of ___________, 2008, by
      and between Spring Creek Acquisition Corp. a Cayman Islands company with offices
      at 10F, Room#1005, Fortune Int’l Building, No.17, North DaLiuShu Road, Hai Dian
      District, Beijing 100081, People’s Republic of China (“Company”), and American
      Stock Transfer & Trust Company, with offices at 59 Maiden Lane, New York,
      New York 10038, as warrant agent ( the “Warrant Agent”).

     

    WHEREAS,
      the Company is engaged in a public offering (“Public Offering”) of Units, each
      comprised of one of the Company’s Ordinary Shares (as hereinafter defined) and
      one Warrant (as hereinafter defined) (the “Units”) and, in connection therewith,
      has determined to issue and deliver (i) up to 5,175,000 Warrants (“Public
      Warrants”) to the public investors, (ii) 1,250,000 Warrants to the Company’s
      founding shareholders (the “Placement Warrants”) in a concurrent private
      placement pursuant to that certain Subscription Agreement dated
      ________________, 2008 (the “Subscription Agreement”) and (iii) 450,000 Warrants
      to EarlyBird Capital, Inc. the representative (the “Representative”) of the
      underwriters (the “Underwriters”) with respect to the Public Offering, or to the
      Representative’s designees (“Representative’s Warrants” and, together with the
      Public Warrants and the Placement Warrants, the “Warrants”), each of such
      Warrants evidencing the right of the holder thereof to purchase one ordinary
      share, par value $.001 per share, of the Company (“Ordinary Share”) for $5.50;
      and

     

    WHEREAS,
      the Company has filed with the Securities and Exchange Commission (the “SEC”) a
      Registration Statement, No. 333-147284 on Form S-1 (as may be amended from
      time
      to time) (“Registration Statement”) for the registration under the Securities
      Act of 1933, as amended (“Act”) of, among other securities, the Public Warrants
      and the Representative’s Warrants and the Ordinary Share issuable upon exercise
      of the Public Warrants and the Representative’s Warrants; and

     

    WHEREAS,
      the Company desires the Warrant Agent to act on behalf of the Company, and
      the
      Warrant Agent is willing to so act, in connection with the issuance,
      registration, transfer, exchange, redemption, exercise and cancellation of
      the
      Warrants; and

     

    WHEREAS,
      the Company desires to provide for the form and provisions of the Warrants,
      the
      terms upon which they shall be issued and exercised, and the respective rights,
      limitation of rights, and immunities of the Company, the Warrant Agent, and
      the
      holders of the Warrants; and

     

    WHEREAS,
      all acts and things have been done and performed which are necessary to make
      the
      Warrants, when executed on behalf of the Company and countersigned by or on
      behalf of the Warrant Agent, as provided herein, the valid, binding and legal
      obligations of the Company, and to authorize the execution and delivery of
      this
      Agreement.

     

    NOW,
      THEREFORE, in consideration of the mutual agreements herein contained, the
      parties hereto agree as follows:


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    1. Appointment
      of Warrant Agent.
      The
      Company hereby appoints the Warrant Agent to act as agent for the Company for
      the Warrants, and the Warrant Agent hereby accepts such appointment and agrees
      to perform the same in accordance with the terms and conditions set forth in
      this Agreement.

     

    2. Warrants.

     

    2.1 Form
      of Warrant.
      Each
      Warrant shall be issued in registered form only. Each Public Warrant, Placement
      Warrant and Representative Warrant shall be in substantially the forms,
      respectively, of Exhibit
      A-1,
      Exhibit
      A-2 and
      Exhibit
      A-3
      hereto,
      the provisions of which are incorporated herein, and shall be signed by, or
      bear
      the facsimile signature of, the Chairman of the Board or Chief Executive Officer
      and Chief Financial Officer, Treasurer, Secretary or Assistant Secretary of
      the
      Company and shall bear a facsimile of the Company’s seal. In the event the
      person whose facsimile signature has been placed upon any Warrant shall have
      ceased to serve in the capacity in which such person signed the Warrant before
      such Warrant is issued, it may be issued with the same effect as if he or she
      had not ceased to be such at the date of issuance.

     

    2.2 Effect
      of Countersignature.
      Unless
      and until countersigned by the Warrant Agent pursuant to this Agreement, a
      Warrant shall be invalid and of no effect and may not be exercised by the holder
      thereof.

     

    2.3 Registration.
      

     

    2.3.1 Warrant
      Register.
      The
      Warrant Agent shall maintain books (“Warrant Register”) for the registration of
      original issuance and the registration of transfer of the Warrants. Upon the
      initial issuance of the Warrants, the Warrant Agent shall issue and register
      the
      Warrants in the names of the respective holders thereof in such denominations
      and otherwise in accordance with instructions delivered to the Warrant Agent
      by
      the Company.

     

    2.3.2 Registered
      Holder.
      Prior
      to due presentment for registration of transfer of any Warrant, the Company
      and
      the Warrant Agent may deem and treat the person in whose name such Warrant
      shall
      be registered upon the Warrant Register (“registered holder”), as the absolute
      owner of such Warrant and of each Warrant represented thereby (notwithstanding
      any notation of ownership or other writing on the Warrant Certificate made
      by
      anyone other than the Company or the Warrant Agent), for the purpose of any
      exercise thereof, and for all other purposes, and neither the Company nor the
      Warrant Agent shall be affected by any notice to the contrary.

     

    2.4 Detachability
      of Warrants.
      The
      Ordinary Shares and Warrants comprising the Units will not be separately
      transferable until the 90th
      day
      after the Registration Statement is declared effective by the Staff of the
      SEC
      unless the Representative informs the Company of its determination (based on
      its
      assessment of the relative strengths of the securities markets and small
      capitalization companies in general and the trading pattern of and demand for
      the Company’s securities in particular) that an earlier separate trading date is
      acceptable. In no event will the Representative allow separate trading of the
      securities comprising the Units until the Company files a Current Report on
      Form
      8-K, that includes an audited balance sheet reflecting the receipt by the
      Company of the gross proceeds of the Public Offering including the proceeds
      received by the Company from the exercise of the Underwriters’ Over-Allotment
      Option, if the Over-Allotment Option is exercised prior to the filing of the
      Form 8-K. For purposes of this Warrant Agreement, the term “Over Allotment
      Option” shall mean the option granted by the Company to the Underwriters, and
      exercisable until ________, 2008, to purchase from the Company at a price of
      $8.00 per Unit less underwriting discounts, up to an aggregate of 675,000 Units
      for the sole purpose of covering over-allotments, if any, in connection with
      the
      Public Offering.


    
      
        
        

      

      
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    3. Terms
      and Exercise of Warrants

     

    3.1 Warrant
      Price.
      Each
      Warrant shall, when countersigned by the Warrant Agent, entitle the registered
      holder thereof, subject to the provisions of such Warrant and of this Warrant
      Agreement, to purchase from the Company the number of Ordinary Shares stated
      therein, at the price of $5.50 per whole share, subject to the adjustments
      provided in Section 4 hereof and in the last sentence of this Section 3.1.
      The
      term “Warrant Price” as used in this Warrant Agreement refers to the price at
      which each Ordinary Share may be purchased at the time a Warrant is exercised.
      The Company in its sole discretion may lower the Warrant Price at any time
      prior
      to the Expiration Date (as hereinafter defined).

     

    3.2 Duration
      of Warrants.
      Subject
      to compliance with the terms set forth in Section 3.3 hereof, a Warrant may
      be
      exercised only during the period (“Exercise Period”) commencing six months after
      the date of consummation by the Company of a stock exchange, asset acquisition
      or other similar business combination with, 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 (a “Business Combination”) and terminating at 5:00 p.m., New
      York City time on the earlier to occur of (x) _____________, 2013 (the
“Expiration Date”) or (y) the Redemption Date (as hereinafter defined). Except
      with respect to the right, if applicable, to receive the Redemption Price (as
      hereinafter defined), in the case of Warrants called for redemption in
      accordance with Section 6 hereof each Warrant not exercised on or before the
      earlier of the Redemption Date or the Expiration Date shall become void, and
      all
      rights thereunder and all rights in respect thereof under this Agreement shall
      cease at the close of business on the earlier of the Redemption Date or the
      Expiration Date. The Company in its sole discretion may extend the duration
      of
      the Warrants by delaying the Expiration Date. Notwithstanding the foregoing,
      a
      Warrant may expire unexercised regardless of whether a registration statement
      covering the sale of the Ordinary Shares underlying the Warrants is effective.
      For purposes of this Warrant Agreement, the term “Target Business” shall mean an
      operating business with its principal operations in Greater China (as described
      in the Registration Statement).

     

    3.3 Exercise
      of Warrants.

     

    3.3.1 Payment.
      Subject
      to the provisions of the Warrants and this Warrant Agreement, a Warrant, when
      countersigned by the Warrant Agent, may be exercised by the registered holder
      thereof by surrendering it, at the office of the Warrant Agent, or, if
      applicable, at the office of its successor as Warrant Agent, in the Borough
      of
      Manhattan, City and State of New York, with the subscription form, as set forth
      in the Warrants, duly executed, and by paying in full, the Warrant Price for
      each full Ordinary Share as to which the Warrant is exercised and any and all
      applicable taxes due in connection with the exercise of the Warrant, the
      exchange of the Warrant for Ordinary Shares, and the issuance of the Ordinary
      Share. Payment of the Warrant Price shall be made either (i) in cash or by
      certified or official bank check payable to the order of the Company, (ii)
      in
      the
      event of redemption pursuant to Section 6 hereof in which the Company’s
      management has elected to force all holders of Warrants to exercise such
      Warrants on a “cashless basis,” by surrendering the Warrants for that number of
      Ordinary Shares equal to the quotient obtained by dividing (x) the product
      of
      the number of Ordinary Shares underlying the Warrants, multiplied by the
      difference between the Warrant Price and the “Fair Market Value” (defined below)
      by (y) the Fair Market Value or
      (iii)
      in the case of the Placement Warrants, if the Company has previously called
      the
      Warrants for redemption pursuant to Article 6 and the applicable Placement
      Warrants are owned by one of the officers or directors of the Company and/or
      their respective affiliates, on a cashless basis by surrendering Warrants held
      by such holder to the Company. Upon the surrender of Warrants to the Company
      in
      payment of the Warrant Price pursuant to a cashless exercise, a holder shall
      be
      entitled to receive therefor that number of Ordinary Shares otherwise issuable
      upon exercise of such holder’s Warrants less that number of Ordinary Shares
      having a Fair Market Value (as hereinafter defined) equal to the aggregate
      Warrant Price that would otherwise have been paid by the holder of such
      Warrants. For purposes of this Section 3.3.1, the term “Fair Market Value” shall
      mean the average reported last sales price of the Ordinary Shares for the last
      10 trading days ending on the third business day prior to the date on which
      notice of redemption of the Warrants is given by the Company.


    
      
        
        

      

      
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    3.3.2 Issuance
      of Certificates.
      As soon
      as practicable after the exercise of any Warrant and, to the extent applicable,
      the clearance of the funds in payment of the Warrant Price, the Company shall
      issue to the registered holder of such Warrant a certificate or certificates
      for
      the number of full Ordinary Shares to which he, she or it is entitled,
      registered in such name or names as may be directed by him, her or it, and
      if
      such Warrant shall not have been exercised in full, a new countersigned Warrant
      for the number of shares as to which such Warrant shall not have been exercised.
      Notwithstanding the foregoing, the Company shall not be obligated to deliver
      any
      securities pursuant to the exercise of a Warrant unless (i) a registration
      statement under the Act with respect to the Ordinary Shares issuable upon the
      exercise of such Warrant is effective, or (ii) in the opinion of counsel to
      the
      Company, the exercise of such Warrant is exempt from the registration
      requirements of the Act and the Ordinary Shares issuable upon exercise of such
      Warrant are qualified for sale or exempt from qualification under applicable
      securities laws of the states or other jurisdictions in which the registered
      holder(s) thereof reside. Warrants may not be exercised by, or securities issued
      to, any registered holder in any state in which such exercise or issuance would
      be unlawful. In no event will the registered holder of the Warrant be entitled
      to receive a net-cash settlement, securities or other consideration in lieu
      of
      physical settlement in Ordinary Shares, regardless of whether the Ordinary
      Shares underlying the Warrants are registered pursuant to an effective
      registration statement.

     

    3.3.3 Valid
      Issuance.
      All
      Ordinary Shares issued upon the proper exercise of a Warrant in conformity
      with
      this Agreement shall be validly issued, fully paid and
      nonassessable.


    
      
        
        

      

      
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    3.3.4 Date
      of Issuance.
      Each
      person in whose name any such certificate for Ordinary Shares is issued shall
      for all purposes be deemed to have become the holder of record of such shares
      on
      the date on which the Warrant was surrendered and payment of the Warrant Price
      was made, irrespective of the date of delivery of such certificate, except
      that,
      if the date of such surrender and payment is a date when the stock transfer
      books of the Company are closed, such person shall be deemed to have become
      the
      holder of such shares at the close of business on the next succeeding date
      on
      which the stock transfer books are open.

     

    4. Adjustments.

     

    4.1 Stock
      Dividends/Split Ups.
      If
      after the date hereof, and subject to the provisions of Section 4.6 below,
      the
      number of outstanding Ordinary Shares is increased by a stock dividend payable
      in Ordinary Shares, or by a split up or reclassification of shares Ordinary
      Shares, or other similar event, then, on the effective date of such stock
      dividend, split up, reclassification or similar event, the number of Ordinary
      Shares issuable on exercise of each Warrant shall be increased in proportion
      to
      such increase in outstanding Ordinary Shares.

     

    4.2 Aggregation
      of Shares.
      If
      after the date hereof, and subject to the provisions of Section 4.6, the number
      of outstanding Ordinary Shares is decreased by a consolidation, combination,
      reverse stock split or reclassification of Ordinary Shares or other similar
      event, then, on the effective date of such consolidation, combination, reverse
      stock split, reclassification or similar event, the number of Ordinary Shares
      issuable on exercise of each Warrant shall be decreased in proportion to such
      decrease in outstanding Ordinary Shares.

     

    4.3 Adjustments
      in Warrant Price.
      Whenever the number of Ordinary Shares purchasable upon the exercise of the
      Warrants is adjusted, as provided in Section 4.1 and 4.2 above, the Warrant
      Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price
      immediately prior to such adjustment by a fraction (x) the numerator of which
      shall be the number of Ordinary Shares purchasable upon the exercise of the
      Warrants immediately prior to such adjustment, and (y) the denominator of which
      shall be the number Ordinary Shares so purchasable immediately
      thereafter.

     

    4.4 Replacement
      of Securities upon Reorganization, etc.
      In case
      of any reclassification or reorganization of the outstanding Ordinary Shares
      (other than a change covered by Section 4.1 or 4.2 hereof or that solely affects
      the par value of such Ordinary Shares), or in the case of any merger or
      consolidation of the Company with or into another company (other than a
      consolidation or merger in which the Company survives and that does not result
      in any reclassification or reorganization of the outstanding Ordinary Shares),
      or in the case of any sale or conveyance to another company or entity of the
      assets or other property of the Company as an entirety or substantially as
      an
      entirety in connection with which the Company is dissolved, the Warrant holders
      shall thereafter have the right to purchase and receive, upon the basis and
      upon
      the terms and conditions specified in the Warrants and in lieu of the Ordinary
      Shares of the Company immediately theretofore purchasable and receivable upon
      the exercise of the rights represented thereby, the kind and amount of shares
      of
      stock or other securities or property (including cash) receivable upon such
      reclassification, reorganization, merger or consolidation, or upon a dissolution
      following any such sale or transfer, that the Warrant holder would have received
      if such Warrant holder had exercised his, her or its Warrant(s) immediately
      prior to such event; and if any reclassification also results in a change in
      Ordinary Shares covered by Section 4.1 or 4.2, then such adjustment shall be
      made pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.4. The provisions
      of
      this Section 4.4 shall similarly apply to successive reclassifications,
      reorganizations, mergers or consolidations, sales or other
      transfers.


    
      
        
        

      

      
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    4.5 Notices
      of Changes in Warrant.
      Upon
      every adjustment of the Warrant Price or the number of shares issuable on
      exercise of a Warrant, the Company shall give written notice thereof to the
      Warrant Agent, which notice shall state the Warrant Price resulting from such
      adjustment and the increase or decrease, if any, in the number of shares
      purchasable at such price upon the exercise of a Warrant, setting forth in
      reasonable detail the method of calculation and the facts upon which such
      calculation is based. Upon the occurrence of any event specified in Sections
      4.1, 4.2, 4.3 or 4.4, then, in any such event, the Company shall give written
      notice to the Warrant holder, at the last address set forth for such holder
      in
      the Warrant Register, of the record date or the effective date of the event.
      Failure to give such notice, or any defect therein, shall not affect the
      legality or validity of such event.

     

    4.6 No
      Fractional Shares.
      Notwithstanding any provision contained in this Warrant Agreement to the
      contrary, the Company shall not issue fractional shares upon exercise of
      Warrants. If, by reason of any adjustment made pursuant to this Section 4,
      the
      holder of any Warrant would be entitled, upon the exercise of such Warrant,
      to
      receive a fractional interest in a share, the Company shall, upon such exercise,
      round up to the nearest whole number Ordinary Shares to be issued to the Warrant
      holder.

     

    4.7 Forms
      of Warrants.
      The
      forms of the Public Warrants, the Placement Warrants and the Representatives
      Warrants need not be changed because of any adjustment pursuant to this Section
      4, and Warrants issued after such adjustment may state the same Warrant Price
      and the same number of shares as is stated in the Warrants initially issued
      pursuant to this Agreement. However, the Company may at any time in its sole
      discretion make any change in the form of any Warrant that the Company may
      deem
      appropriate and that does not affect the substance thereof, and any Warrant
      thereafter issued or countersigned, whether in exchange or substitution for
      an
      outstanding Warrant or otherwise, may be in the form as so changed.

     

    5. Transfer
      and Exchange of Warrants.

     

    5.1 Registration
      of Transfer.
      The
      Warrant Agent shall register the transfer, from time to time, of any outstanding
      Warrant upon the Warrant Register, upon surrender of such Warrant for transfer,
      properly endorsed with signatures properly guaranteed and accompanied by
      appropriate instruction. Upon any such transfer, a new Warrant representing
      an
      equal aggregate number of Warrants shall be issued and the old Warrant shall
      be
      cancelled by the Warrant Agent. The Warrants so cancelled shall be delivered
      by
      the Warrant Agent to the Company from time to time upon request.

     

    5.2 Procedure
      for Surrender of Warrants.
      Warrants may be surrendered to the Warrant Agent, together with a written
      request for exchange or transfer, and thereupon the Warrant Agent shall issue
      in
      exchange therefor one or more new Warrants as requested by the registered holder
      of the Warrants so surrendered, representing an equal aggregate number of
      Warrants; provided,
      however,
      that in
      the event that a Warrant surrendered for transfer bears a restrictive legend,
      the Warrant Agent shall not cancel such Warrant and issue new Warrants in
      exchange therefor until the Warrant Agent has received an opinion of counsel
      for
      the Company stating that such transfer may be made and indicating whether the
      new Warrants must also bear a restrictive legend.


    
      
        
        

      

      
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    5.3 Fractional
      Warrants.
      The
      Warrant Agent shall not be required to effect any registration of transfer
      or
      exchange which will result in the issuance of a warrant certificate for a
      fraction of a warrant.

     

    5.4 Service
      Charges.
      No
      service charge shall be made for any exchange or registration of transfer of
      Warrants.

     

    5.5 Warrant
      Execution and Countersignature.
      The
      Warrant Agent is hereby authorized to countersign and to deliver, in accordance
      with the terms of this Agreement, the Warrants required to be issued pursuant
      to
      the provisions of this Section 5, and the Company, whenever required by the
      Warrant Agent, will supply the Warrant Agent with Warrants duly executed on
      behalf of the Company for such purpose. 

     

    6. Redemption.

     

    6.1 Redemption.
      Subject
      to Section 6.4 hereof, not less than all of the outstanding Warrants may be
      redeemed, at the option of the Company, with the prior consent of the
      Representative, at any time while they are exercisable and prior to their
      expiration, at the office of the Warrant Agent, upon the notice referred to
      in
      Section 6.2, at the price of $.01 per Warrant (the “Redemption Price”), provided
      that the last sales price of the Ordinary Shares has been equal to or greater
      than $11.50 per share, on each of twenty (20) trading days within any thirty
      (30) trading day period ending on the third business day prior to the date
      on
      which notice of redemption is given. Notwithstanding the foregoing, the
      registration statement with respect to the Ordinary Shares for which the
      Warrants are exercisable must be current and effective in order for the Company
      to exercise its redemption rights pursuant to this Section 6. The provisions
      of
      this Section 6.1 may not be modified, amended or deleted without the prior
      written consent of the Representative.

     

    6.2 Date
      Fixed for, and Notice of, Redemption.
      In the
      event the Company shall elect to redeem all of the Warrants, the Company shall
      fix a date and time for the redemption (the “Redemption Date”). Notice of
      redemption shall be mailed by first class mail, postage prepaid, by the Company
      not less than 30 days prior to the Redemption Date to the registered holders
      of
      the Warrants to be redeemed at their last addresses as they shall appear on
      the
      Warrant Register. Any notice mailed in the manner herein provided shall be
      conclusively presumed to have been duly given whether or not the registered
      holder received such notice.

     

    6.3 Exercise
      After Notice of Redemption.
      The
      Warrants may be exercised in accordance with Section 3 of this Warrant Agreement
      at any time after notice of redemption shall have been given by the Company
      pursuant to Section 6.2 hereof and prior to the Redemption Date. In
      the
      event the Company determines to require all holders of Warrants to exercise
      their Warrants on a “cashless basis” pursuant to Section 3, the notice of
      redemption will contain the information necessary to calculate the number of
      Ordinary Shares to be received upon exercise of the Warrants, including the
      “Fair Market Value” in such case. On
      and
      after the Redemption Date, the record holder of the Warrants shall have no
      further rights except to receive, upon surrender of the Warrants, the Redemption
      Price.


    
      
        
        

      

      
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    6.4 Outstanding
      Warrants Only.
      The
      Company understands that the redemption rights provided for by this Section
      6
      apply only to outstanding Warrants. To the extent a person holds rights to
      purchase Warrants, such purchase rights shall not be extinguished by redemption.
      However, once such purchase rights are exercised, the Company may redeem the
      Warrants issued upon such exercise provided that the criteria for redemption
      are
      met, including the opportunity of the Warrant holder to exercise prior to
      redemption pursuant to Section 6.3. The provisions of this Section 6.4 may
      not
      be modified, amended or deleted without the prior written consent of the
      Representative.

     

    7. Other
      Provisions Relating to Rights of Holders of Warrants.

     

    7.1 No
      Rights as Stockholder.
      A
      Warrant does not entitle the registered holder thereof to any of the rights
      of a
      stockholder of the Company, including, without limitation, the right to receive
      dividends, or other distributions, exercise any preemptive rights to vote or
      to
      consent or to receive notice as stockholders in respect of the meetings of
      stockholders or the election of directors of the Company or any other
      matter.

     

    7.2 Lost,
      Stolen, Mutilated, or Destroyed Warrants.
      If any
      Warrant is lost, stolen, mutilated, or destroyed, the Company and the Warrant
      Agent may on such terms as to indemnity or otherwise as they may in their
      discretion impose (which shall, in the case of a mutilated Warrant, include
      the
      surrender thereof), issue a new Warrant of like denomination, tenor, and date
      as
      the Warrant so lost, stolen, mutilated, or destroyed. Any such new Warrant
      shall
      constitute a substitute contractual obligation of the Company, whether or not
      the allegedly lost, stolen, mutilated, or destroyed Warrant shall be at any
      time
      enforceable by anyone.

     

    7.3 Reservation
      of Ordinary Shares.
      The
      Company shall at all times reserve and keep available a number of its authorized
      but unissued Ordinary Shares that will be sufficient to permit the exercise
      in
      full of all outstanding Warrants issued pursuant to this Warrant
      Agreement.

     

    7.4 Registration
      of Ordinary Shares.
      The
      Company agrees that it shall use its best efforts to file with the SEC a
      post-effective amendment to the Registration Statement, or a new registration
      statement, for the registration, under the Act, of the Ordinary Shares issuable
      upon exercise of the Warrants, and it shall take such action as is necessary
      to
      qualify for sale, in those states in which the Warrants were initially offered
      by the Company, the Ordinary Shares issuable upon exercise of the Warrants.
      In
      either case, the Company will use its best efforts to cause the same to become
      effective on or prior to the commencement of the Exercise Period and to maintain
      the effectiveness of such registration statement until the earlier of the
      Redemption Date or the Expiration Date in accordance with the provisions of
      this
      Warrant Agreement. In addition, the Company agrees to use its commercially
      reasonable best efforts to register such securities under the blue sky laws
      of
      the states of residence of exercising warrant holders, if permitted by the
      blue
      sky laws of such jurisdictions, in the event that an exemption is not available.
      Notwithstanding the foregoing, a Warrant may expire worthless regardless of
      whether a registration statement is current under the Act with respect to the
      Ordinary Shares issuable upon exercise of the Warrants. In no event will the
      registered holder of a Warrant be entitled to receive a net-cash settlement,
      securities or other consideration in lieu of physical settlement in Ordinary
      Shares, regardless of whether the Company complies with this Section 7.4. The
      provisions of this Section 7.4 may not be modified, amended or deleted without
      the prior written consent of the Representative.


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    8. Concerning
      the Warrant Agent and Other Matters.

     

    8.1 Payment
      of Taxes.
      The
      Company will from time to time promptly pay all taxes and charges that may
      be
      imposed upon the Company or the Warrant Agent in respect of the issuance or
      delivery of Ordinary Shares upon the exercise of Warrants, but the Company
      shall
      not be obligated to pay any transfer taxes in respect of the Warrants or such
      shares.

     

    8.2 Resignation,
      Consolidation, or Merger of Warrant Agent.

     

    8.2.1 Appointment
      of Successor Warrant Agent.
      The
      Warrant Agent, or any successor to it hereafter appointed, may resign its duties
      and be discharged from all further duties and liabilities hereunder after giving
      sixty (60) days’ notice in writing to the Company. If the office of the Warrant
      Agent becomes vacant by resignation or incapacity to act or otherwise, the
      Company shall appoint in writing a successor Warrant Agent in place of the
      Warrant Agent. If the Company shall fail to make such appointment within a
      period of 30 days after it has been notified in writing of such resignation
      or
      incapacity by the Warrant Agent or by the holder of the Warrant (who shall,
      with
      such notice, submit his Warrant for inspection by the Company), then the holder
      of any Warrant may apply to the Supreme Court of the State of New York for
      the
      County of New York for the appointment of a successor Warrant Agent at the
      Company’s cost. Any successor Warrant Agent, whether appointed by the Company or
      by such court, shall be a company having its principal office in the Borough
      of
      Manhattan, City and State of New York, and authorized under such laws to
      exercise corporate trust powers and subject to supervision or examination by
      federal or state authority. After appointment, any successor Warrant Agent
      shall
      be vested with all the authority, powers, rights, immunities, duties, and
      obligations of its predecessor Warrant Agent with like effect as if originally
      named as Warrant Agent hereunder, without any further act or deed; but if for
      any reason it becomes necessary or appropriate, the predecessor Warrant Agent
      shall execute and deliver, at the expense of the Company, an instrument
      transferring to such successor Warrant Agent all the authority, powers, and
      rights of such predecessor Warrant Agent hereunder; and upon request of any
      successor Warrant Agent, the Company shall make, execute, acknowledge, and
      deliver any and all instruments in writing for more fully and effectually
      vesting in and confirming to such successor Warrant Agent all such authority,
      powers, rights, immunities, duties, and obligations.

     

    8.2.2 Notice
      of Successor Warrant Agent.
      In the
      event a successor Warrant Agent shall be appointed, the Company shall give
      notice thereof to the predecessor Warrant Agent and the transfer agent for
      the
      Ordinary Shares not later than the effective date of any such
      appointment.

     

    8.2.3 Merger
      or Consolidation of Warrant Agent.
      Any
      company into which the Warrant Agent may be merged or with which it may be
      consolidated or any company resulting from any merger or consolidation to which
      the Warrant Agent shall be a party shall be the successor Warrant Agent under
      this Warrant Agreement without any further act.


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    8.3 Fees
      and Expenses of Warrant Agent.

     

    8.3.1 Remuneration.
      The
      Company agrees to pay the Warrant Agent reasonable remuneration for its services
      as such Warrant Agent hereunder as set forth on Exhibit B
      hereto,
      and will reimburse the Warrant Agent upon demand for all expenditures that
      the
      Warrant Agent may reasonably incur in the execution of its duties
      hereunder.

     

    8.3.2 Further
      Assurances.
      The
      Company agrees to perform, execute, acknowledge, and deliver or cause to be
      performed, executed, acknowledged, and delivered all such further and other
      acts, instruments, and assurances as may reasonably be required by the Warrant
      Agent for the carrying out or performing of the provisions of this Warrant
      Agreement.

     

    8.4 Liability
      of Warrant Agent.

     

    8.4.1 Reliance
      on Company Statement.
      Whenever in the performance of its duties under this Warrant Agreement, the
      Warrant Agent shall deem it necessary or desirable that any fact or matter
      be
      proved or established by the Company prior to taking or suffering any action
      hereunder, such fact or matter (unless other evidence in respect thereof be
      herein specifically prescribed) may be deemed to be conclusively proved and
      established by a statement signed by the Chief Executive Officer, Chairman
      of
      the Board or Chief Financial Officer of the Company and delivered to the Warrant
      Agent. The Warrant Agent may rely upon such statement for any action taken
      or
      suffered in good faith by it pursuant to the provisions of this Warrant
      Agreement.

     

    8.4.2 Indemnity.
      The
      Warrant Agent shall be liable hereunder only for its own negligence, willful
      misconduct or bad faith. The Company agrees to indemnify the Warrant Agent
      and
      save it harmless against any and all liabilities, including judgments, costs
      and
      reasonable counsel fees, for anything done or omitted by the Warrant Agent
      in
      the execution of this Warrant Agreement except as a result of the Warrant
      Agent’s negligence, willful misconduct, or bad faith.

     

    8.4.3 Exclusions.
      The
      Warrant Agent shall have no responsibility with respect to the validity of
      this
      Warrant Agreement or with respect to the validity or execution of any Warrant
      (except its countersignature thereof); nor shall it be responsible for any
      breach by the Company of any covenant or condition contained in this Warrant
      Agreement or in any Warrant; nor shall it be responsible to make any adjustments
      required under the provisions of Section 4 hereof or responsible for the manner,
      method, or amount of any such adjustment or the ascertaining of the existence
      of
      facts that would require any such adjustment; nor shall it by any act hereunder
      be deemed to make any representation or warranty as to the authorization or
      reservation of any Ordinary Shares to be issued pursuant to this Warrant
      Agreement or any Warrant or as to whether any Ordinary Shares will when issued
      be valid and fully paid and nonassessable. 

     

    8.5 Acceptance
      of Agency.
      The
      Warrant Agent hereby accepts the agency established by this Warrant Agreement
      and agrees to perform the same upon the terms and conditions herein set forth
      and among other things, shall account promptly to the Company with respect
      to
      Warrants exercised and concurrently account for, and pay to the Company, all
      moneys received by the Warrant Agent for the purchase of the Company’s Ordinary
      Shares through the exercise of Warrants.


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    9. Miscellaneous
      Provisions.

     

    9.1 Successors.
      All the
      covenants and provisions of this Warrant Agreement by or for the benefit of
      the
      Company or the Warrant Agent shall bind and inure to the benefit of their
      respective successors and assigns.

     

    9.2 Notices.
      Any
      notice or other communication required or which may be given hereunder shall
      be
      in writing and either be delivered personally or by private national courier
      service, or be mailed, certified or registered mail, return receipt requested,
      postage prepaid, and shall be deemed given when so delivered personally or,
      if
      sent by private national courier service, on the next business day after
      delivery to the courier, or, if mailed, two business days after the date of
      mailing, as follows:

     

    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: 

     

    Any
      notice, statement or demand authorized by this Warrant Agreement to be given
      or
      made by the holder of any Warrant or by the Company to or on the Warrant Agent
      shall be sufficiently given when so delivered if by hand or overnight delivery
      or if sent by certified mail or private courier service five days after deposit
      of such notice, postage prepaid, addressed (until another address is filed
      in
      writing by the Warrant Agent with the Company), as follows:

     

    American
      Stock Transfer & Trust Company

    59
      Maiden
      Lane

    New
      York,
      New York 10038

    Attn: Compliance
      Department

     

    with
      a
      copy in each case to:

     

    Loeb
      & Loeb LLP

    345
      Park
      Avenue

    New
      York,
      New York 10154

    Attn: Mitchell
      S. Nussbaum, Esq.

     

    and

     

    EarlyBird
      Capital, Inc.

    275
      Madison Avenue

    New
      York,
      New York 10016

    Attn:
      David M. Nussbuam, Chairman


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    and

     

    Graubard
      Miller

    405
      Lexington Avenue

    New
      York,
      New York 10174

    Attn: David
      Alan Miller, Esq.

     

    9.3 Applicable
      law.
      The
      validity, interpretation, and performance of this Warrant Agreement and of
      the
      Warrants shall be governed in all respects by the laws of the State of New
      York,
      without giving effect to conflict of laws. The Company hereby agrees that any
      action, proceeding or claim against it arising out of or relating in any way
      to
      this Warrant Agreement shall be brought and enforced in the courts of the State
      of New York or the United States District Court for the Southern District of
      New
      York, and irrevocably submits to such jurisdiction, which jurisdiction shall
      be
      exclusive. The Company hereby waives any objection to such exclusive
      jurisdiction and that such courts represent an inconvenient forum. Any such
      process or summons to be served upon the Company may be served by transmitting
      a
      copy thereof by registered or certified mail, return receipt requested, postage
      prepaid, addressed to it at the address set forth in Section 9.2 hereof. Such
      mailing shall be deemed personal service and shall be legal and binding upon
      the
      Company in any action, proceeding or claim.

     

    9.4 Persons
      Having Rights under this Warrant Agreement.
      Nothing
      in this Warrant Agreement expressed and nothing that may be implied from any
      of
      the provisions hereof is intended, or shall be construed, to confer upon, or
      give to, any person or company other than the parties hereto and the registered
      holders of the Warrants and, for the purposes of Sections 6.1, 6.4, 7.4, 9.2
      and
      9.8 hereof, the Representative, any right, remedy, or claim under or by reason
      of this Warrant Agreement or of any covenant, condition, stipulation, promise,
      or agreement hereof. The Representative shall be deemed to be a third-party
      beneficiary of this Warrant Agreement with respect to Sections 6.1, 6.4, 7.4,
      9.2 and 9.8 hereof. All covenants, conditions, stipulations, promises, and
      agreements contained in this Warrant Agreement shall be for the sole and
      exclusive benefit of the parties hereto (and the Representative with respect
      to
      the Sections 6.1, 6.4, 7.4, 9.2 and 9.8 hereof) and their successors and assigns
      and of the registered holders of the Warrants.

     

    9.5 Examination
      of the Warrant Agreement.
      A copy
      of this Warrant Agreement shall be available at all reasonable times at the
      office of the Warrant Agent in the Borough of Manhattan, City and State of
      New
      York, for inspection by the registered holder of any Warrant. The Warrant Agent
      may require any such holder to submit his Warrant for inspection by
      it.

     

    9.6 Counterparts.
      This
      Warrant Agreement may be executed in any number of counterparts and each of
      such
      counterparts shall for all purposes be deemed to be an original, and all such
      counterparts shall together constitute but one and the same
      instrument.

     

    9.7 Effect
      of Headings.
      The
      Section headings herein are for convenience only and are not part of this
      Warrant Agreement and shall not affect the interpretation
      thereof.


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    9.8 Amendments.
      This
      Warrant Agreement may be amended by the parties hereto without the consent
      of
      any registered holder for the purpose of curing any ambiguity, or of curing,
      correcting or supplementing any defective provision contained herein or adding
      or changing any other provisions with respect to matters or questions arising
      under this Warrant Agreement as the parties may deem necessary or desirable
      and
      that the parties deem shall not adversely affect the interest of the registered
      holders. All other modifications or amendments, including any amendment to
      increase the Warrant Price or shorten the Exercise Period, shall require the
      written consent of each of the Representative and the registered holders of
      a
      majority of the then outstanding Warrants. Notwithstanding the foregoing, the
      Company may lower the Warrant Price or extend the duration of the Exercise
      Period in accordance with Sections 3.1 and 3.2, respectively, without such
      consent.

     

    9.9 Severability.
      This
      Warrant Agreement shall be deemed severable, and the invalidity or
      unenforceability of any term or provision hereof shall not affect the validity
      or enforceability of this Warrant Agreement or of any other term or provision
      hereof. Furthermore, in lieu of any such invalid or unenforceable term or
      provision, the parties hereto intend that there shall be added as a part of
      this
      Warrant Agreement a provision as similar in terms to such invalid or
      unenforceable provision as may be possible and be valid and
      enforceable.


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, this Warrant Agreement has been duly executed by the parties
      hereto as of the day and year first above written.

    


    
      	
              Attest:

            	
                SPRING
                CREEK ACQUISITION CORP.

            
	 	 	 
	 	
                By:

            	
               

            
	 	 	
              Name:
                

            
	
                

            	 	
              Title:

            


    

     

    
      	
              Attest:

            	
                AMERICAN
                STOCK TRANSFER & TRUST COMPANY

            
	 	 	 
	 	
                By:

            	
               

            
	 	 	
              Name:
                

            
	
                

            	 	
              Title:

            


    

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      A-1


     

    SPECIMEN
      WARRANT CERTIFICATE FOR

    PUBLIC
      WARRANT

    


    
      	
              NUMBER

              __________-

            	
              WARRANTS

            


    

     

    (SEE
      REVERSE SIDE FOR LEGEND)

    THIS
      WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M.

    NEW
      YORK
      CITY TIME, __________, 2013

     

    SPRING
      CREEK ACQUISITION CORP.

     

    CUSIP

     

    WARRANT

     

    THIS
      CERTIFIES THAT, for value received

     

    is
      the
      registered holder of a Warrant or Warrants expiring _________, 2013 (the
“Warrant”) to purchase one fully paid and non-assessable Ordinary Share, par
      value $.001 per share (“Shares”), of SPRING CREEK ACQUISITION CORP., a Cayman
      Islands company (the “Company”), for each Warrant evidenced by this Warrant
      Certificate. Subject to the conditions set forth herein and in the Warrant
      Agreement dated as of ______________, 2008 by and between the Company and the
      Warrant Agent (the “Warrant Agreement”). The Warrant entitles the holder thereof
      to purchase from the Company, commencing on the later of (i) the Company’s
      completion of a Business Combination with a Target Business or (ii)
      _____________, 2009, and terminating at 5:00 p.m., New York City time on the
      earlier to occur of (x) _____________, 2013 (the “Expiration Date”) or (y) the
      Redemption Date, such number of Shares of the Company at the price of $5.50
      per
      share, upon surrender of this Warrant Certificate and payment of the Warrant
      Price at the office or agency of the Warrant Agent, American Stock Transfer
      & Trust Company. Payment of the Warrant Price may be made at the option of
      the holder of the Warrant in cash or by certified or official bank check payable
      to the order of the Company. The Warrant Agreement provides that upon the
      occurrence of certain events the Warrant Price and the number of Warrant Shares
      purchasable hereunder, set forth on the face hereof, may, subject to certain
      conditions, be adjusted. The term Warrant Price as used in this Warrant
      Certificate refers to the price per Share at which Shares may be purchased
      at
      the time the Warrant is exercised. Capitalized terms used in this Warrant
      Certificate without definition shall have the respective meanings ascribed
      to
      such terms in the Warrant Agreement.

     

    No
      fraction of a Share will be issued upon any exercise of a Warrant. If, upon
      exercise of a Warrant, a holder would be entitled to receive a fractional
      interest in a Share, the Company will, upon exercise, round up to the nearest
      whole number the number of ordinary shares to be issued to the warrant
      holder.

     

    Upon
      any
      exercise of the Warrant for less than the total number of full Shares provided
      for herein, there shall be issued to the registered holder hereof or his
      assignee a new Warrant Certificate covering the number of Shares for which
      the
      Warrant has not been exercised.

     

    Warrant
      Certificates, when surrendered at the office or agency of the Warrant Agent
      by
      the registered holder hereof in person or by attorney duly authorized in
      writing, may be exchanged in the manner and subject to the limitations provided
      in the Warrant Agreement, but without payment of any service charge, for another
      Warrant Certificate or Warrant Certificates of like tenor and evidencing in
      the
      aggregate a like number of Warrants.


    
      
        
        

      

      
        A-1-1

        
          

        

      

      
        
        

      

    

     

    Upon
      due
      presentment for registration of transfer of the Warrant Certificate at the
      office or agency of the Warrant Agent, a new Warrant Certificate or Warrant
      Certificates of like tenor and evidencing in the aggregate a like number of
      Warrants shall be issued to the transferee in exchange for this Warrant
      Certificate, subject to the limitations provided in the Warrant Agreement,
      without charge except for any applicable tax or other governmental
      charge.

     

    The
      Company and the Warrant Agent may deem and treat the registered holder as the
      absolute owner of this Warrant Certificate (notwithstanding any notation of
      ownership or other writing hereon made by anyone), for the purpose of any
      exercise hereof, of any distribution to the registered holder, and for all
      other
      purposes, and neither the Company nor the Warrant Agent shall be affected by
      any
      notice to the contrary.

     

    This
      Warrant does not entitle the registered holder to any of the rights of a
      stockholder of the Company.

     

    The
      Company reserves the right to redeem all of the outstanding Warrants, with
      the
      prior consent of EarlyBirdCapital, Inc., at any time while they are exercisable
      and prior to the Expiration Date upon a notice of redemption in writing to
      the
      holders of record of the Warrants, giving no less than 30 days’ notice of such
      redemption if the last sale price of the Shares has been equal to or greater
      than $11.50 per Share on each of 20 trading days within a 30 trading day period
      ending on the third business day prior to the date on which notice of such
      redemption is given. The redemption price of the Warrants is to be $.01 per
      Warrant. Any Warrant either not exercised or tendered back to the Company by
      the
      Redemption Date shall be canceled on the books of the Company and have no
      further value except for the $.01 redemption price. 


    
      
        
        

      

      
        A-1-2

        
          

        

      

      
        
        

      

    

     

    This
      Warrant Certificate shall not be valid or obligatory for any purpose until
      it
      shall have been countersigned by the Warrant Agent.

     

    
      	
              SPRING
                CREEK ACQUISITION CORP.

               

            
	
              By:

            	
               

            
	 	
              Title:

            


    

     

    [SEAL]

     

    
      	
              Attest:

            	
               

            
	 	
              Secretary

            


    

     

    DATED:

     

    Countersigned:

     

    
      	
              AMERICAN
                STOCK TRANSFER &
TRUST COMPANY, as Warrant Agent

               

            
	
              By:

            	
               

            
	 	
              Authorized
                Signatory

            


    


    
      
        
        

      

      
        A-1-3

        
          

        

      

      
        
        

      

    

     

    SUBSCRIPTION
      FORM

    To
      Be
      Executed by the Registered Holder in Order to Exercise Warrants

     

    The
      undersigned Registered Holder irrevocably elects to exercise ______________
      Warrants represented by this Warrant Certificate, and to purchase the Ordinary
      Shares issuable upon the exercise of such Warrants, and requests that
      Certificates for such shares shall be issued in the name of

    
      	
               

               

            
	
              (PLEASE
                TYPE OR PRINT NAME AND ADDRESS)

            
	 
	 
	 
	
              (SOCIAL
                SECURITY OR TAX IDENTIFICATION NUMBER)

            
	
               

              and
                be delivered to

            	 
	 	
              (PLEASE
                PRINT OR TYPE NAME AND ADDRESS)

            
	 
	 
	
              and,
                if such number of Warrants shall not be all the Warrants evidenced
                by this
                Warrant Certificate, that a new Warrant Certificate for the balance
                of
                such Warrants be registered in the name of, and delivered to, the
                Registered Holder at the address stated below:

               

            
	
              Dated:

            	                                            
              	 
	 	 	
              (SIGNATURE)

            
	 	 	 
	 	 	
              (ADDRESS)

            
	 	 	 
	 	 	 
	 	 	
              (TAX
                IDENTIFICATION NUMBER)

            


    


    
      
        
        

      

      
        A-1-4

        
          

        

      

      
        
        

      

    

     

    ASSIGNMENT

     

    To
      Be
      Executed by the Registered Holder in Order to Assign Warrants

    
      	
               

              For
                Value Received, 

            	 	
               

               hereby
                sell, assign, and transfer unto

            
	 
	
              (PLEASE
                TYPE OR PRINT NAME AND ADDRESS)

            
	 
	 
	 
	
              (SOCIAL
                SECURITY OR TAX IDENTIFICATION NUMBER)

            
	
               

              and
                be delivered to

            	 
	 	
              (PLEASE
                PRINT OR TYPE NAME AND ADDRESS)

            
	 	
               

               of
                the Warrants represented by this Warrant Certificate, and
                hereby

            
	
              irrevocably
                constitute and appoint 

            	 
	
              Attorney
                to transfer this Warrant Certificate on the books of the Company,
                with
                full power of substitution in the premises.

               

            
	
              Dated:

            	
                                                                                      
                

            	 
	 	 	
              (SIGNATURE)

            


    

     

    THE
      SIGNATURE MUST CORRESPOND WITH THE NAME WRITTEN UPON THE FACE OF THE WITHIN
      WARRANT CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT
      OR
      ANY CHANGE WHATSOEVER, AND MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR
      INSTITUTION PURSUANT TO S.E.C. RULE 17Ad-15.


    
      
        
        

      

      
        A-1-5

        
          

        

      

      
        
        

      

    

    
       

      EXHIBIT
        A-2

    

     

    SPECIMEN
      WARRANT CERTIFICATE FOR

    PLACEMENT
      WARRANT

    


    
      	
              NUMBER

              _________-

            	
              WARRANTS

            


    

    


    (SEE
      REVERSE SIDE FOR LEGENDS)

    THIS
      WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M.

    NEW
      YORK
      CITY TIME, April 25, 2013

     

    SPRING
      CREEK ACQUISITION CORP.

     

    CUSIP

     

    WARRANT

     

    THIS
      CERTIFIES THAT, for value received

     

    is
      the
      registered holder of a Warrant or Warrants expiring ____________, 2013 (the
      “Warrant”) to purchase one fully paid and non-assessable Ordinary Share, par
      value $.001 per share (“Shares”), of SPRING CREEK ACQUISITION CORP., a Cayman
      Islands company (the “Company”), for each Warrant evidenced by this Warrant
      Certificate. Subject to the conditions set forth herein and in the Warrant
      Agreement dated as of ______________, 2008 by and between the Company and the
      Warrant Agent (the “Warrant Agreement”), the Warrant entitles the holder thereof
      to purchase from the Company, commencing on the later of (i) the Company’s
      completion of a Business Combination with a Target Business or (ii)
      _____________, 2009, and terminating at 5:00 p.m., New York City time on the
      earlier to occur of (x) _____________, 2013 (the “Expiration Date”) or (y) the
      Redemption Date, such number of Shares of the Company at the price of $5.50
      per
      share, upon surrender of this Warrant Certificate and payment of the Warrant
      Price at the office or agency of the Warrant Agent, American Stock Transfer
      & Trust Company. Payment of the Warrant Price may be made, at the option of
      the holder of the Warrant either in cash or by certified or official bank check
      payable to the order of the Company or if the Warrants have been called for
      redemption by the Company and such warrant is held by an officer or director
      of
      the Company or any of their respective affiliates, on a cashless basis by
      surrendering Warrants held by the holder to the Company. The Warrant Agreement
      provides that upon the occurrence of certain events the Warrant Price and the
      number of Warrant Shares purchasable hereunder, set forth on the face hereof,
      may, subject to certain conditions, be adjusted. The term Warrant Price as
      used
      in this Warrant Certificate refers to the price per Share at which Shares may
      be
      purchased at the time the Warrant is exercised. Capitalized terms used in this
      Warrant Certificate without definition shall have the respective meanings
      ascribed to such terms in the Warrant Agreement.

     

    No
      fraction of a Share will be issued upon any exercise of a Warrant. If, upon
      exercise of a Warrant, a holder would be entitled to receive a fractional
      interest in a Share, the Company will, upon exercise, round up to the nearest
      whole number the number of ordinary shares to be issued to the warrant
      holder.

     

    Upon
      any
      exercise of the Warrant for less than the total number of full Shares provided
      for herein, there shall be issued to the registered holder hereof or his
      assignee a new Warrant Certificate covering the number of Shares for which
      the
      Warrant has not been exercised.


    
      
        
        

      

      
        A-2-1

        
          

        

      

      
        
        

      

    

     

    Warrant
      Certificates, when surrendered at the office or agency of the Warrant Agent
      by
      the registered holder hereof in person or by attorney duly authorized in
      writing, may be exchanged in the manner and subject to the limitations provided
      in the Warrant Agreement, but without payment of any service charge, for another
      Warrant Certificate or Warrant Certificates of like tenor and evidencing in
      the
      aggregate a like number of Warrants.

     

    Upon
      due
      presentment for registration of transfer of the Warrant Certificate at the
      office or agency of the Warrant Agent, a new Warrant Certificate or Warrant
      Certificates of like tenor and evidencing in the aggregate a like number of
      Warrants shall be issued to the transferee in exchange for this Warrant
      Certificate, subject to the limitations provided in the Warrant Agreement,
      without charge except for any applicable tax or other governmental
      charge.

     

    The
      Company and the Warrant Agent may deem and treat the registered holder as the
      absolute owner of this Warrant Certificate (notwithstanding any notation of
      ownership or other writing hereon made by anyone), for the purpose of any
      exercise hereof, of any distribution to the registered holder, and for all
      other
      purposes, and neither the Company nor the Warrant Agent shall be affected by
      any
      notice to the contrary.

     

    This
      Warrant does not entitle the registered holder to any of the rights of a
      stockholder of the Company.

     

    The
      Company reserves the right to redeem all of the outstanding Warrants, with
      the
      prior consent of EarlyBirdCapital, Inc., at any time while they are exercisable
      and prior to the Expiration Date upon a notice of redemption in writing to
      the
      holders of record of the Warrants, giving no less than 30 days’ notice of such
      redemption if the last sale price of the Shares has been equal to or greater
      than $11.50 per Share on each of 20 trading days within a 30 trading day period
      ending on the third business day prior to the date on which notice of such
      redemption is given. The redemption price of the Warrants is to be $.01 per
      Warrant. Any Warrant either not exercised or tendered back to the Company by
      the
      Redemption Date shall be canceled on the books of the Company and have no
      further value except for the $.01 redemption price. Following the date on which
      notice of a redemption of the Warrants has been given, payment of the Warrant
      Price may, at the option of the holder thereof, also be made on a cashless
      basis
      by surrendering Warrants held by such holder to the Company. Upon such surrender
      of Warrants to the Company in payment of the Warrant Price, a holder shall
      be
      entitled to receive therefor that number of Shares otherwise issuable upon
      exercise of such holder’s Warrants less the number of Shares having a Fair
      Market Value equal to the aggregate Warrant Price that would otherwise have
      been
      paid by the holder of such Warrants.


    
      
        
        

      

      
        A-2-2

        
          

        

      

      
        
        

      

    

     

    This
      Warrant Certificate shall not be valid or obligatory for any purpose until
      it
      shall have been countersigned by the Warrant Agent.

    
       

      
        	
                SPRING
                  CREEK ACQUISITION CORP.

                 

              
	
                By:

              	
                 

              
	 	
                Title:

              


      

       

      [SEAL]

       

      
        	
                Attest:

              	
                 

              
	 	
                Secretary

              


      

       

      DATED:

       

      Countersigned:

       

      
        	
                AMERICAN
                  STOCK TRANSFER &
TRUST COMPANY, as Warrant Agent

                 

              
	
                By:

              	
                 

              
	 	
                Authorized
                  Signatory

              


      

       

    

    
      
        
        

      

      
        A-2-3

        
          

        

      

      
        
        

      

    

     

    [FORM
      OF
      REVERSE OF WARRANT CERTIFICATE FOR PLACEMENT WARRANT]

     

    THE
      WARRANTS REPRESENTED BY THIS CERTIFICATE WERE INITIALLY ISSUED AS PART OF AN
      ISSUANCE OF UNITS, EACH OF WHICH CONSISTS OF ONE ORDINARY SHARE, PAR VALUE
      $.001
      (“ORDINARY SHARE”) OF SPRING CREEK ACQUISITION CORP. (THE “COMPANY”) AND ONE
      WARRANT. THE WARRANTS REPRESENTED BY THIS CERTIFICATE WILL NOT BE SEPARATELY
      TRANSFERABLE UNTIL THE 90TH
      DAY
      AFTER THE REGISTRATION STATEMENT IS DECLARED EFFECTIVE BY THE STAFF OF THE
      SECURITIES AND EXCHANGE COMMISSION (“SEC”) UNLESS EARLYBIRD CAPITAL, INC.
      INFORMS THE COMPANY OF ITS DETERMINATION THAT AN EARLIER SEPARATE TRADING DATE
      IS ACCEPTABLE AND THE COMPANY HAS MADE CERTAIN PUBLIC FILINGS WITH THE SEC
      ON OR
      PRIOR TO SUCH EARLIER SEPARATE TRADING DATE.

     

    THE
      ORDINARY SHARES OF THE COMPANY FOR WHICH THIS WARRANT IS EXERCISABLE MAY NOT
      BE
      OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION UNDER THE SECURITIES
      ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND ANY APPLICABLE STATE
      SECURITIES LAWS OR AN APPLICABLE EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS.
      ACCORDINGLY, NO HOLDER SHALL BE ENTITLED TO EXERCISE SUCH HOLDER’S WARRANTS AT
      ANY TIME UNLESS, AT THE TIME OF EXERCISE (i)  A REGISTRATION STATEMENT
      UNDER THE SECURITIES ACT RELATING TO THE ORDINARY SHARES ISSUABLE UPON THE
      EXERCISE OF THIS WARRANT HAS BEEN FILED WITH, AND DECLARED EFFECTIVE BY, THE
      SEC, AND NO STOP ORDER SUSPENDING THE EFFECTIVENESS OF SUCH REGISTRATION
      STATEMENT HAS BEEN ISSUED BY THE SEC, OR (ii) THE ISSUANCE OF SUCH SHARES
      IS PERMITTED PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
      THE
      SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

     

    THESE
      SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR ANY STATE
      SECURITIES LAWS. NEITHER THESE SECURITIES NOR ANY INTEREST OR PARTICIPATION
      HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR
      OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH
      TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS
      OF
      THE SECURITIES ACT.

     

    THE
      HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR
      OTHERWISE TRANSFER THIS SECURITY ONLY (A) TO THE COMPANY, (B) PURSUANT
      TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE
      SECURITIES ACT OR (C) PURSUANT TO AN EXEMPTION FROM THE REGISTRATION
      REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S AND THE WARRANT
      AGENT’S RIGHT PRIOR TO ANY OFFER, SALE OR TRANSFER (i) PURSUANT TO CLAUSE
      (C) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND OTHER
      INFORMATION
      SATISFACTORY TO EACH OF THEM THAT THE TRANSFER COMPLIES WITH THE FOREGOING
      RESTRICTIONS AND (ii) IN EACH OF THE FOREGOING CASES, TO REQUIRE A
      CERTIFICATE OF ASSIGNMENT IN THE FORM APPEARING ON THE OTHER SIDE OF THESE
      SECURITIES IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE WARRANT
      AGENT.


    
      
        
        

      

      
        A-2-4

        
          

        

      

      
        
        

      

    

     

    SUBSCRIPTION
      FORM

    To
      Be
      Executed by the Registered Holder in Order to Exercise Warrants

     

    The
      undersigned Registered Holder irrevocably elects to exercise ______________
      Warrants represented by this Warrant Certificate, and to purchase the Ordinary
      Shares issuable upon the exercise of such Warrants, and requests that
      Certificates for such shares shall be issued in the name of

     

    
      	 
	
              (PLEASE
                TYPE OR PRINT NAME AND ADDRESS)

            
	 
	 
	 
	
              (SOCIAL
                SECURITY OR TAX IDENTIFICATION NUMBER)

            
	
               

              and
                be delivered to

            	 
	 	
              (PLEASE
                PRINT OR TYPE NAME AND ADDRESS)

            
	 
	 
	
              and,
                if such number of Warrants shall not be all the Warrants evidenced
                by this
                Warrant Certificate, that a new Warrant Certificate for the balance
                of
                such Warrants be registered in the name of, and delivered to, the
                Registered Holder at the address stated below:

               

            
	
              Dated:

            	                
                                           
              	 
	 	 	
              (SIGNATURE)

            
	 	 	 
	 	 	
              (ADDRESS)

            
	 	 	 
	 	 	 
	 	 	
              (TAX
                IDENTIFICATION NUMBER)

            


    


    
      
        
        

      

      
        A-2-5

        
          

        

      

      
        
        

      

    

     

    ASSIGNMENT

     

    To
      Be
      Executed by the Registered Holder in Order to Assign Warrants

    
      	
               

              For
                Value Received, 

            	 	
               

               hereby
                sell, assign, and transfer unto

            
	 
	
              (PLEASE
                TYPE OR PRINT NAME AND ADDRESS)

            
	 
	 
	 
	
              (SOCIAL
                SECURITY OR TAX IDENTIFICATION NUMBER)

            
	
               

              and
                be delivered to

            	 
	 	
              (PLEASE
                PRINT OR TYPE NAME AND ADDRESS)

            
	 	
               

               of
                the Warrants represented by this Warrant Certificate, and
                hereby

            
	
              irrevocably
                constitute and appoint 

            	 
	
              Attorney
                to transfer this Warrant Certificate on the books of the Company,
                with
                full power of substitution in the premises.

               

            
	
              Dated:

            	                                          
              	 
	 	 	
              (SIGNATURE)

            


    

     

    THE
      SIGNATURE MUST CORRESPOND WITH THE NAME WRITTEN UPON THE FACE OF THE WITHIN
      WARRANT CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT
      OR
      ANY CHANGE WHATSOEVER, AND MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR
      INSTITUTION PURSUANT TO S.E.C. RULE 17Ad-15.


    
      
        
        

      

      
        A-2-6

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      A-3

     

    SPECIMEN
      WARRANT CERTIFICATE FOR

    REPRESENTATIVE
      WARRANT

    


    
      	
              NUMBER
                

              __________-

            	
              WARRANTS

            


    

     

    (SEE
      REVERSE SIDE FOR LEGEND)

    THIS
      WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M.

    NEW
      YORK
      CITY TIME, __________, 2013

     

    SPRING
      CREEK ACQUISITION CORP.

     

    CUSIP

     

    WARRANT

     

    THIS
      CERTIFIES THAT, for value received

     

    is
      the
      registered holder of a Warrant or Warrants expiring _____________, 2013 (the
      “Warrant”) to purchase one fully paid and non-assessable Ordinary Share, par
      value $.001 per share (“Shares”), of SPRING CREEK ACQUISITION CORP., a Cayman
      Islands company (the “Company”), for each Warrant evidenced by this Warrant
      Certificate. Subject to the conditions set forth herein and in the Warrant
      Agreement dated as of ____________, 2008 by and between the Company and the
      Warrant Agent (the “Warrant Agreement”), the Warrant entitles the holder thereof
      to purchase from the Company, commencing on the later of (i) the Company’s
      completion of a Business Combination with a Target Business or (ii)
      ____________, 2008, and terminating at 5:00 p.m., New York City time on the
      earlier to occur of (x) _____________, 2013 (the “Expiration Date”) or (y) the
      Redemption Date such number of Shares of the Company at the price of $5.50
      per
      share, upon surrender of this Warrant Certificate and payment of the Warrant
      Price at the office or agency of the Warrant Agent, American Stock Transfer
      & Trust Company. Payment of the Warrant Price may be made, at the option of
      the holder of the Warrant, in cash or by certified or official bank check
      payable to the order of the Company. The Warrant Agreement provides that upon
      the occurrence of certain events the Warrant Price and the number of Warrant
      Shares purchasable hereunder, set forth on the face hereof, may, subject to
      certain conditions, be adjusted. The term Warrant Price as used in this Warrant
      Certificate refers to the price per Share at which Shares may be purchased
      at
      the time the Warrant is exercised. Capitalized terms used in this Warrant
      Certificate without definition shall have the respective meanings ascribed
      to
      such terms in the Warrant Agreement.

     

    No
      fraction of a Share will be issued upon any exercise of a Warrant. If, upon
      exercise of a Warrant, a holder would be entitled to receive a fractional
      interest in a Share, the Company will, upon exercise, round up to the nearest
      whole number the number of ordinary shares to be issued to the warrant
      holder.

     

    Upon
      any
      exercise of the Warrant for less than the total number of full Shares provided
      for herein, there shall be issued to the registered holder hereof or his
      assignee a new Warrant Certificate covering the number of Shares for which
      the
      Warrant has not been exercised.

     

    Warrant
      Certificates, when surrendered at the office or agency of the Warrant Agent
      by
      the registered holder hereof in person or by attorney duly authorized in
      writing, may be exchanged in the manner and subject to the limitations provided
      in the Warrant Agreement, but without payment of any service charge, for another
      Warrant Certificate or Warrant Certificates of like tenor and evidencing in
      the
      aggregate a like number of Warrants.


    
      
        
        

      

      
        A-3-1

        
          

        

      

      
        
        

      

    

     

    Upon
      due
      presentment for registration of transfer of the Warrant Certificate at the
      office or agency of the Warrant Agent, a new Warrant Certificate or Warrant
      Certificates of like tenor and evidencing in the aggregate a like number of
      Warrants shall be issued to the transferee in exchange for this Warrant
      Certificate, subject to the limitations provided in the Warrant Agreement,
      without charge except for any applicable tax or other governmental
      charge.

     

    The
      Company and the Warrant Agent may deem and treat the registered holder as the
      absolute owner of this Warrant Certificate (notwithstanding any notation of
      ownership or other writing hereon made by anyone), for the purpose of any
      exercise hereof, of any distribution to the registered holder, and for all
      other
      purposes, and neither the Company nor the Warrant Agent shall be affected by
      any
      notice to the contrary.

     

    This
      Warrant does not entitle the registered holder to any of the rights of a
      stockholder of the Company.

     

    The
      Company reserves the right to redeem all of the outstanding Warrants, with
      the
      prior consent of EarlyBirdCapital, Inc., at any time while they are exercisable
      and prior to the Expiration Date upon a notice of redemption in writing to
      the
      holders of record of the Warrants, giving no less than 30 days’ notice of such
      redemption if the last sale price of the Shares has been equal to or greater
      than $11.50 per Share on each of 20 trading days within a 30 trading day period
      ending on the third business day prior to the date on which notice of such
      redemption is given. The redemption price of the Warrants is to be $.01 per
      Warrant. Any Warrant either not exercised or tendered back to the Company by
      the
      Redemption Date shall be canceled on the books of the Company and have no
      further value except for the $.01 redemption price. 


    
      
        
        

      

      
        A-3-2

        
          

        

      

      
        
        

      

    

     

    This
      Warrant Certificate shall not be valid or obligatory for any purpose until
      it
      shall have been countersigned by the Warrant Agent. 

     

    
      	
              SPRING
                CREEK ACQUISITION CORP.

               

            
	
              By:

            	
               

            
	 	
              Title:

            


    

     

    [SEAL]

     

    
      	
              Attest:

            	
               

            
	 	
              Secretary

            


    

     

    DATED:

     

    Countersigned:

     

    
      	
              AMERICAN
                STOCK TRANSFER &
TRUST COMPANY, as Warrant Agent

               

            
	
              By:

            	
               

            
	 	
              Authorized
                Signatory

            



      
        
          
          

        

        
          A-3-3

          
            

          

        

        
          
          

        

      

    

     

    [FORM
      OF
      REVERSE OF WARRANT CERTIFICATE FOR REPRESENTATIVE WARRANT]

     

    THE
      WARRANTS REPRESENTED BY THIS CERTIFICATE WERE INITIALLY ISSUED AS PART OF AN
      ISSUANCE OF UNITS, EACH OF WHICH CONSISTS OF ONE ORDINARY SHARE, PAR VALUE
      $.001
      (“ORDINARY SHARE”) OF SPRING CREEK ACQUISITION CORP. (THE “COMPANY”) AND ONE
      WARRANT. THE WARRANTS REPRESENTED BY THIS CERTIFICATE WILL NOT BE SEPARATELY
      TRANSFERABLE UNTIL THE 90TH
      DAY
      AFTER THE REGISTRATION STATEMENT IS DECLARED EFFECTIVE BY THE STAFF OF THE
      SECURITIES AND EXCHANGE COMMISSION (“SEC”) UNLESS EARLYBIRD CAPITAL, INC.
      INFORMS THE COMPANY OF ITS DETERMINATION THAT AN EARLIER SEPARATE TRADING DATE
      IS ACCEPTABLE AND THE COMPANY HAS MADE CERTAIN PUBLIC FILINGS WITH THE SEC
      ON OR
      PRIOR TO SUCH EARLIER SEPARATE TRADING DATE.

     

    THE
      ORDINARY SHARES OF THE COMPANY FOR WHICH THIS WARRANT IS EXERCISABLE MAY NOT
      BE
      OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION UNDER THE SECURITIES
      ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND ANY APPLICABLE STATE
      SECURITIES LAWS OR AN APPLICABLE EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS.
      ACCORDINGLY, NO HOLDER SHALL BE ENTITLED TO EXERCISE SUCH HOLDER’S WARRANTS AT
      ANY TIME UNLESS, AT THE TIME OF EXERCISE (i)  A REGISTRATION STATEMENT
      UNDER THE SECURITIES ACT RELATING TO THE ORDINARY SHARES ISSUABLE UPON THE
      EXERCISE OF THIS WARRANT HAS BEEN FILED WITH, AND DECLARED EFFECTIVE BY, THE
      SEC, AND NO STOP ORDER SUSPENDING THE EFFECTIVENESS OF SUCH REGISTRATION
      STATEMENT HAS BEEN ISSUED BY THE SEC, OR (ii) THE ISSUANCE OF SUCH SHARES
      IS PERMITTED PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
      THE
      SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

     

    THE
      HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR
      OTHERWISE TRANSFER THIS SECURITY ONLY (A) TO THE COMPANY, (B) PURSUANT
      TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE
      SECURITIES ACT OR (C) PURSUANT TO AN EXEMPTION FROM THE REGISTRATION
      REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S AND THE WARRANT
      AGENT’S RIGHT PRIOR TO ANY OFFER, SALE OR TRANSFER (i) PURSUANT TO CLAUSE
      (C) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND OTHER
      INFORMATION SATISFACTORY TO EACH OF THEM THAT THE TRANSFER COMPLIES WITH THE
      FOREGOING RESTRICTIONS AND (ii) IN EACH OF THE FOREGOING CASES, TO REQUIRE
      A CERTIFICATE OF ASSIGNMENT IN THE FORM APPEARING ON THE OTHER SIDE OF THESE
      SECURITIES IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE WARRANT
      AGENT.


    
      
        
        

      

      
        A-3-4

        
          

        

      

      
        
        

      

    

     

    SUBSCRIPTION
      FORM

    To
      Be
      Executed by the Registered Holder in Order to Exercise Warrants

     

    The
      undersigned Registered Holder irrevocably elects to exercise ______________
      Warrants represented by this Warrant Certificate, and to purchase the Ordinary
      Shares issuable upon the exercise of such Warrants, and requests that
      Certificates for such shares shall be issued in the name of

     

    
      	 
	
              (PLEASE
                TYPE OR PRINT NAME AND ADDRESS)

            
	 
	 
	 
	
              (SOCIAL
                SECURITY OR TAX IDENTIFICATION NUMBER)

            
	
               

              and
                be delivered to

            	 
	 	
              (PLEASE
                PRINT OR TYPE NAME AND ADDRESS)

            
	 
	 
	
              and,
                if such number of Warrants shall not be all the Warrants evidenced
                by this
                Warrant Certificate, that a new Warrant Certificate for the balance
                of
                such Warrants be registered in the name of, and delivered to, the
                Registered Holder at the address stated below:

               

            
	
              Dated:

            	                                                
              	 
	 	 	
              (SIGNATURE)

            
	 	 	 
	 	 	
              (ADDRESS)

            
	 	 	 
	 	 	 
	 	 	
              (TAX
                IDENTIFICATION NUMBER)

            


    


    
      
        
        

      

      
        A-3-5

        
          

        

      

      
        
        

      

    

     

    ASSIGNMENT

     

    To
      Be
      Executed by the Registered Holder in Order to Assign Warrants

    
      	
               

              For
                Value Received, 

            	 	
               

               hereby
                sell, assign, and transfer unto

            
	 
	
              (PLEASE
                TYPE OR PRINT NAME AND ADDRESS)

            
	 
	 
	 
	
              (SOCIAL
                SECURITY OR TAX IDENTIFICATION NUMBER)

            
	
               

              and
                be delivered to

            	 
	 	
              (PLEASE
                PRINT OR TYPE NAME AND ADDRESS)

            
	 	
               

               of
                the Warrants represented by this Warrant Certificate, and
                hereby

            
	
              irrevocably
                constitute and appoint 

            	 
	
              Attorney
                to transfer this Warrant Certificate on the books of the Company,
                with
                full power of substitution in the premises.

               

            
	
              Dated:

            	                                                   
              	 
	 	 	
              (SIGNATURE)

            


    

     

    THE
      SIGNATURE MUST CORRESPOND WITH THE NAME WRITTEN UPON THE FACE OF THE WITHIN
      WARRANT CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT
      OR
      ANY CHANGE WHATSOEVER, AND MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR
      INSTITUTION PURSUANT TO S.E.C. RULE 17Ad-15.


    
      
        
        

      

      
        A-3-6