SHARE
      ESCROW AGREEMENT

     

    SHARE
      ESCROW AGREEMENT, dated as of _____________, 2008 (“Agreement”) by and among
      Spring Creek Acquisition Corp., a Cayman Islands corporation (“Company”), the
      undersigned parties listed as Initial Shareholders on the signature page hereto
      (collectively, the “Initial Shareholders”) and American Stock Transfer &
Trust Company as escrow agent ( the “Escrow Agent”).

     

    WHEREAS,
      the Company has entered into an Underwriting Agreement, dated ___________,
      2008
      (“Underwriting Agreement”) with EarlyBirdCapital, Inc., as representative
      (“EarlyBird”) of the underwriters named therein (collectively, the
“Underwriters”) in connection with a public offering (the “Public Offering”) by
      the Company of Units (as hereafter defined), pursuant to which, among other
      matters, the Underwriters have agreed to purchase up to 4,500,000 units
      (“Units”) of the Company, each consisting of one ordinary share of the Company,
      par value $.0001 per share (the “Ordinary Shares”), and one Warrant (a
“Warrant”). Each Warrant evidences the right of the holder thereof to purchase
      one Ordinary Share for $5.50, subject to adjustment, as described in the Warrant
      Agreement dated as of _______________, 2008 by and between the Company and
      American Stock Transfer & Trust Company as Warrant Agent; and

     

    WHEREAS,
      the Initial Shareholders have agreed, as a condition of the Underwriters’
obligation to purchase the Units pursuant to the Underwriting Agreement and
      to
      offer them to the public, to deposit all of the Ordinary Shares owned by them
      prior to the consummation of the Public Offering and the Private Placement,
      which amounts are set forth opposite their respective names in Schedule
      A
      attached
      hereto (collectively “Escrow Shares”; provided,
      however,
      that if
      EarlyBird does not exercise the over-allotment option in full, or if greater
      than 20% of the public shareholders vote against a Business Combination (as
      hereinafter defined) that is consummated, such lesser amount as remains after
      the cancellation of up to 168,750 shares of the ordinary shares held in escrow),
      in escrow as hereinafter provided; and

     

    WHEREAS,
      the Company and the Initial Shareholders desire that the Escrow Agent accept
      the
      Escrow Shares, in escrow, to be held and disbursed as hereinafter
      provided.

     

    NOW,
      THEREFORE, IT IS AGREED:

     

    1. Appointment
      of Escrow Agent.
      The
      Company and the Initial Shareholders hereby appoint the Escrow Agent to act
      in
      accordance with and subject to the terms of this Agreement and the Escrow Agent
      hereby accepts such appointment and agrees to act in accordance with and subject
      to such terms.

     

    2. Deposit
      of Escrow Shares.
      Prior
      to the date of the consummation of the Private Placement and the Public
      Offering, each of the Initial Shareholders shall deliver to the Escrow Agent
      certificates representing his or her respective Escrow Shares to be held and
      disbursed subject to the terms and conditions of this Agreement. Each Initial
      Shareholder acknowledges and agrees that the certificates representing his
      or
      her Escrow Shares will be legended to reflect the deposit of such Escrow Shares
      under this Agreement. 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3. Disbursement
      of the Escrow Shares.

     

    3.1. The
      Escrow Shares.
      The
      Escrow Agent shall hold fifty percent (50%) of the Escrow Shares, as set forth
      in Schedule
      A
      until it
      receives a certificate signed by the Chief Executive Officer or Chief Financial
      Officer of the Company stating that date which is nine (9) months after the
      date
      on which the Company consummates its initial Business Combination (as
      hereinafter defined) has occurred (the “First Escrow Period”). The Escrow Agent
      shall hold the remaining fifty percent (50%) of the Escrow Shares, as set forth
      in Schedule
      A
      until it
      receives a certificate signed by the Chief Executive Officer or Chief Financial
      Officer of the Company stating that the date which is one (1) year after the
      date on which the Company consummates its initial Business Combination (the
      “Second Escrow Period”) has occurred (the “Second Escrow Shares”). Following the
      termination of either the First Escrow Period or the Second Escrow Period (as
      applicable), the Escrow Agent shall, upon written instructions from each Initial
      Shareholder, disburse each of the Initial Shareholder’s Escrow Shares to such
      Initial Shareholder; provided however,
      that
      if, after the Company consummates a Business Combination, it (or the surviving
      entity) subsequently consummates a liquidation, merger, share exchange or other
      similar transaction which results in all of its Shareholders of such entity
      having the right to exchange their Ordinary Shares for cash, securities or
      other
      property, then the Escrow Agent will, upon receipt of a certificate, executed
      by
      the Chief Executive Officer or Chief Financial Officer of the Company, in form
      reasonably acceptable to the Escrow Agent, that such transaction is then being
      consummated, release the Escrow Shares to the Initial Shareholders immediately
      prior to the consummation of such transaction so that they can similarly
      participate; provided further,
      that if
      the Escrow Agent is notified by the Company that EarlyBird did not exercise
      its
      overallotment option (as further described in the Registration Statement) or
      exercised it in part, an amount such that the remaining Escrow Shares shall
      not
      exceed 20.0% of the outstanding ordinary shares post-Public Offering (but in
      no
      event more than 168,750 Escrow Shares) shall be forfeited by the Initial
      Shareholders and cancelled by the Company and the Escrow Agent shall promptly
      destroy the certificates representing such Escrow Shares; and provided further,
      that if
      the Escrow Agent is notified by the Company that more than 20% of the public
      shareholders voted against a proposed Business Combination, exercised their
      conversion rights and the Business Combination is consummated, an amount of
      the
      Escrow Shares such that the remaining Escrow Shares shall not exceed 23.81%
      of
      the outstanding ordinary shares post-Business Combination (but in no event
      more
      than 281,250 Escrow Shares) shall be forfeited by the Initial Shareholders
      and
      cancelled by the Company and the Escrow Agent shall promptly destroy the
      certificates representing such Escrow Shares.

     

    3.2. Duties.
      The
      Escrow Agent shall have no further duties hereunder after the disbursement
      or
      destruction of the Escrow Shares in accordance with this Section 3. 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 (as described in the Registration
      Statement) region.


    
      
        
        

      

      
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    4. Rights
      of Initial Shareholders in Escrow Shares.

     

    4.1. Voting
      Rights as a Shareholder.
      Subject
      to the terms of the Insider Letter described in Section 4.4 hereof and except
      as
      herein provided, the Initial Shareholders shall retain all of their rights
      as
      Shareholders of the Company during the Escrow Period, including, without
      limitation, the right to vote such shares.

     

    4.2. Dividends
      and Other Distributions in Respect of the Escrow Shares.
      During
      the Escrow Period, all dividends payable in cash with respect to the Escrow
      Shares shall be paid to the Initial Shareholders, but all dividends payable
      in
      share or other non-cash property (“Non-Cash Dividends”) shall be delivered to
      the Escrow Agent to hold in accordance with the terms hereof. As used herein,
      the term “Escrow Shares” shall be deemed to include the Non-Cash Dividends
      distributed thereon, if any.

     

    4.3. Restrictions
      on Transfer.
      During
      the Escrow Period, no sale, transfer or other disposition may be made of any
      or
      all of the Escrow Shares except (i) by gift to a member of an Initial
      Shareholder’s immediate family or to a trust or other entity, the beneficiary of
      which is an Initial Shareholder or a member of an Initial Shareholder’s
      immediate family, (ii) by virtue of the laws of descent and distribution upon
      death of any Initial Shareholder, or (iii) pursuant to a qualified domestic
      relations order; provided,
      however,
      that
      such permissive transfers may be implemented only upon the respective
      transferee’s written agreement to be bound by the terms and conditions of this
      Agreement and of the Insider Letter signed by the Initial Shareholder
      transferring the Escrow Shares. During the Escrow Period, no Initial Shareholder
      shall pledge or grant a security interest in his, her or its Escrow Shares
      or
      grant a security interest in his, her or its rights under this
      Agreement.

     

    4.4. Insider
      Letters.
      Each of
      the Initial Shareholders has executed a letter agreement with EarlyBird and
      the
      Company, dated as indicated on Schedule
      A
      hereto
      (“Insider Letter”), and which is filed as an exhibit to the Company’s
      Registration Statement on Form S-1, Registration No. 333-147284 with
      respect to the Units to be issued in the Public Offering (the “Registration
      Statement”), respecting the rights and obligations of such Initial Shareholder
      in certain events, including but not limited to the liquidation of the
      Company.

     

    5. Concerning
      the Escrow Agent.

     

    5.1. Good
      Faith Reliance.
      The
      Escrow Agent shall not be liable for any action taken or omitted by it in good
      faith and in the exercise of its own best judgment, and 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 Escrow Agent),
      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 Escrow Agent to be genuine and to be signed or presented by
      the
      proper person or persons. The Escrow Agent shall not be bound by any notice
      or
      demand, or any waiver, modification, termination or rescission of this Agreement
      unless evidenced by a writing delivered to the Escrow Agent signed by the proper
      party or parties and, if the duties or rights of the Escrow Agent are affected,
      unless it shall have given its prior written consent thereto.


    
      
        
        

      

      
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    5.2. Indemnification.
      The
      Escrow Agent shall be indemnified and held harmless by the Company from and
      against any expenses, including counsel fees and disbursements, or loss suffered
      by the Escrow Agent in connection with any action, suit or other proceeding
      involving any claim which in any way, directly or indirectly, arises out of
      or
      relates to this Agreement, the services of the Escrow Agent hereunder, or the
      Escrow Shares held by it hereunder, other than expenses or losses arising from
      the gross negligence or willful misconduct of the Escrow Agent. Promptly after
      the receipt by the Escrow Agent of notice of any demand or claim or the
      commencement of any action, suit or proceeding, the Escrow Agent shall notify
      the other parties hereto in writing. In the event of the receipt of such notice,
      the Escrow Agent, in its sole discretion, may commence an action in the nature
      of interpleader in an appropriate court to determine ownership or disposition
      of
      the Escrow Shares or it may deposit the Escrow Shares with the clerk of any
      appropriate court or it may retain the Escrow Shares pending receipt of a final,
      non-appealable order of a court having jurisdiction over all of the parties
      hereto directing to whom and under what circumstances the Escrow Shares are
      to
      be disbursed and delivered. The provisions of this Section 5.2 shall survive
      in
      the event the Escrow Agent resigns or is discharged pursuant to Sections 5.5
      or
      5.6 below.

     

    5.3. Compensation.
      The
      Escrow Agent shall be entitled to reasonable compensation from the Company
      for
      all services rendered by it hereunder, as set forth on Exhibit
      A
      hereto.
      The Escrow Agent shall also be entitled to reimbursement from the Company for
      all expenses paid or incurred by it in the administration of its duties
      hereunder including, but not limited to, all counsel, advisors’ and agents’ fees
      and disbursements and all taxes or other governmental charges.

     

    5.4. Further
      Assurances.
      From
      time to time on and after the date hereof, the Company and the Initial
      Shareholders shall deliver or cause to be delivered to the Escrow Agent such
      further documents and instruments and shall do or cause to be done such further
      acts as the Escrow Agent shall reasonably request to carry out more effectively
      the provisions and purposes of this Agreement, to evidence compliance herewith
      or to assure itself that it is protected in acting hereunder.

     

    5.5. Resignation.
      The
      Escrow Agent may resign at any time and be discharged from its duties as escrow
      agent hereunder by its giving the other parties hereto written notice and such
      resignation shall become effective as hereinafter provided. Such resignation
      shall become effective at such time that the Escrow Agent shall turn over to
      a
      successor escrow agent appointed by the Company and approved by EarlyBird,
      the
      Escrow Shares held hereunder. If no new escrow agent is so appointed within
      the
      60 day period following the giving of such notice of resignation, the Escrow
      Agent may deposit the Escrow Shares with any court it deems
      appropriate.

     

    5.6. Discharge
      of Escrow Agent.
      The
      Escrow Agent shall resign and be discharged from its duties as escrow agent
      hereunder if so requested in writing at any time by the Company and a majority
      of the Initial Shareholders, jointly, provided,
      however,
      that
      such resignation shall become effective only upon acceptance of appointment
      by a
      successor escrow agent as provided in Section 5.5.


    
      
        
        

      

      
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    5.7. Liability.
      Notwithstanding anything herein to the contrary, the Escrow Agent shall not
      be
      relieved from liability hereunder for its own gross negligence or its own
      willful misconduct.

     

    6. Miscellaneous.

     

    6.1. Governing
      Law.
      This
      Agreement shall for all purposes be deemed to be made under and shall be
      construed in accordance with the laws of the State of New York. Each of the
      parties hereby agrees that any action, proceeding or claim against it arising
      out of or relating in any way to this 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 (each, a “New York court”), and irrevocably
      submits to such jurisdiction, which jurisdiction shall be exclusive. Each of
      the
      parties hereby waives any objection to such exclusive jurisdiction and that
      such
      courts represent an inconvenient forum. 

     

    6.2. Third-Party
      Beneficiaries.
      Each of
      the Initial Shareholders hereby acknowledges that EarlyBird is a third-party
      beneficiary of this Agreement and this Agreement may not be modified or changed
      without the prior written consent of EarlyBird.

     

    6.3. Entire
      Agreement.
      This
      Agreement contains the entire agreement of the parties hereto with respect
      to
      the subject matter hereof and, except as expressly provided herein, may not
      be
      changed or modified except by an instrument in writing signed by the party
      to
      the charged.

     

    6.4. Headings.
      The
      headings contained in this Agreement are for reference purposes only and shall
      not affect in any way the meaning or interpretation thereof.

     

    6.5. Binding
      Effect.
      This
      Agreement shall be binding upon and inure to the benefit of the respective
      parties hereto and their legal representatives, successors and
      assigns.

     

    6.6. 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:


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    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)

     

    If
      to an
      Initial Shareholder, to his address set forth in Exhibit
      A.

     

    and
      if to
      the Escrow Agent, to:

     

    American
      Stock Transfer & Trust Company

    59
      Maiden
      Lane

    New
      York,
      New York 10038

    Attn: [____________________]

     

    A
      copy of
      any notice sent hereunder shall be sent to (but which shall not constitute
      notice):

     

    Loeb
      & Loeb LLP 

    345
      Park
      Avenue 

    New
      York,
      New York 10154

    Attn: Mitchell
      S. Nussbaum, Esq.

     

    and:

    EarlyBirdCapital,
      Inc.

    275
      Madison Avenue

    27th
      Floor

    New
      York,
      New York 10016

    Attn:
       David
      M.
      Nussbaum

     

    and:

     

    Graubard
      Miller

    405
      Lexington Avenue

    New
      York,
      New York 10174

    Attn: David
      Alan Miller, Esq.

     

    The
      parties may change the persons and addresses to which the notices or other
      communications are to be sent by giving written notice to any such change in
      the
      manner provided herein for giving notice.

     

    6.7. Liquidation
      of Company.
      The
      Company shall give the Escrow Agent written notification of the liquidation
      and
      dissolution of the Company in the event that the Company fails to consummate
      a
      Business Combination within the time period(s) specified in the Registration
      Statement.

     

    -
      Signature
      page of the Company immediately follows
      -


    
      
        
        

      

      
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    WITNESS
      the execution of this Agreement as of the date first above written.

     

    
      	
              SPRING
                CREEK ACQUISITION CORP.

            
	 	 
	
              By:
                

            	 

	 	
              James
                Cheng-Jee Sha,

            
	 	
              Chief
                Executive Officer (Principal Executive
                Officer)

            


    

     

    -
      Signature
      page of Initial Shareholders immediately follows
      - 


    
      
        
        

      

      
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    WITNESS
      the execution of this Agreement as of the date first above written.

     

    
      	
              INITIAL
                SHAREHOLDERS:

            
	 
	
              ___________________________

            
	 
	
              ___________________________

            
	 
	
              ___________________________

            
	 
	
              ___________________________

            
	 
	
              ___________________________

            
	 
	
              ___________________________

            
	
               

            
	
              ___________________________

            
	
               

            
	
              ___________________________

            
	 


    

     

    -
      Signature
      page of Escrow Agent immediately follows
      -

     

    
      
        
        

      

      
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    WITNESS
      the execution of this Agreement as of the date first above written.

     

    
      	
              AMERICAN
                STOCK TRANSFER

            
	
              &
                TRUST COMPANY, as Escrow Agent

            
	 	 
	
              By:

            	 

	 	
              Name:
                

            
	 	
              Title:
                

            


    


    
      
        
        

      

      
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    SCHEDULE
      A

     

    
      	
              First
                Escrow

            	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	
              Name
                and Address of 

              Initial
                Shareholder

            	 	
              Number

              of
                Shares

            	 	
              Stock

              Certificate
                Number

            	 	
              Date
                of 

              Insider
                Letter

            	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 


    

    


    
      	
              Second
                Escrow

            	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	
              Name
                and Address of 

              Initial
                Shareholder

            	 	
              Number

              of
                Shares

            	 	
              Stock

              Certificate
                Number

            	 	
              Date
                of 

              Insider
                Letter

            	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 


    


    
      
        
        

      

      
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    EXHIBIT
      A

     

    Escrow
      Agent Fees

     

    [To
      be
      determined]

     

    
      
        
        

      

      
        11