PLACEMENT
      WARRANT
      PURCHASE AGREEMENT

     

    PLACEMENT
      WARRANT PURCHASE AGREEMENT
      (this
“Agreement”) made as of this ___ day of _____, 2008 among Spring Creek
      Acquisition Corp, a Cayman Islands corporation (the “Company”) and the
      undersigned (the “Purchasers”).

     

    WHEREAS,
      the
      Company has filed with the Securities and Exchange Commission (“SEC”) a
      registration statement on Form S-1, as amended (File No. 333-147284) (the
“Registration Statement”), in connection with the Company’s initial public
      offering (the “IPO”) of up to 4,500,000 units, each unit (“Unit”) consisting of
      one ordinary share of the Company, $.0001 par value (the “Ordinary Shares”), and
      (ii) one warrant (the “Warrants”), each Warrant to purchase one Ordinary Share;
      and

     

    WHEREAS,
      the
      Company desires to sell in a private placement to the Purchasers (the
“Placement”) an aggregate of 1,250,000 Warrants (the “Placement Warrants”)
      substantially identical to the Warrants being issued in the IPO pursuant to
      the
      terms and conditions hereof and as set forth in the Registration Statement,
      except that the Placement Warrants to be issued in the Placement shall not
      be
      registered under the Securities Act of 1933, as amended (the “Securities
      Act”);

     

    WHEREAS,
      each
      Purchaser desires to acquire the number of Placement Warrants set forth opposite
      his or her name on Schedule
      A
      hereto;

     

    WHEREAS,
      the
      Placement Warrants shall be governed by the Warrant Agreement filed as an
      exhibit to the Registration Statement (the “Warrant Agreement”);
      and

     

    WHEREAS,
      the
      Purchasers are entitled to registration rights with respect to the Placement
      Warrants and the Ordinary Shares underlying such Placement Warrants
      (collectively, the “Registrable Securities”) on the terms set forth in the
      Registration Rights Agreement filed as an exhibit to the Registration
      Statement.

     

    NOW,
      THEREFORE,
      for and
      in consideration of the premises and the mutual covenants hereinafter set forth,
      the parties hereto do hereby agree as follows:

     

    1. Purchase
      of Placement Warrants.
      The
      Purchasers hereby agree, directly or through nominees, to purchase an aggregate
      of 1,250,000 Placement Warrants at a purchase price of $1.00 per Placement
      Warrant, or an aggregate of $1,250,000 (the “Purchase Price”). Such purchases
      shall be in the names and amounts set forth on Schedule
      A
      hereto.

     

    2. Closing.
      The
      closing of the purchase and sale of the Placement Warrants (the “Closing”) will
      take place at such time and place as the parties may agree (the “Closing Date”),
      but in no event later than the date on which the SEC declares the Registration
      Statement effective (the “Effective Date”). At least 24 hours prior
      to the Effective Date, the Purchasers shall pay the Purchase Price by wire
      transfer of funds to an account maintained by Loeb & Loeb LLP (“Loeb”),
      counsel for the Company. Immediately prior to the closing of the IPO, Loeb
      shall deposit the Purchase Price into the trust account described in the
      Registration Statement (the “Trust Account”). The certificates for the Warrants
      comprising the Placement Warrants shall be delivered to the Purchasers promptly
      after the closing of the IPO.

     

    3. Redemption.
      Not
      less than all of the outstanding Placement Warrants may be redeemed, at the
      option of the Company, with the prior consent of EarlyBirdCapital, Inc., 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 the Warrant Agreement. Upon
      such redemption at the option of the Purchasers, the Purchasers may exercise
      their Placement Warrants on a cashless basis, so long as such Placement Warrants
      are held by the Purchasers or their Affiliates. In such event, each Purchaser
      would pay the exercise price by surrendering the Placement 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 Placement Warrants,
      multiplied by the difference between the exercise price of the Placement
      Warrants and the fair market value of an Ordinary Share by (y) the fair market
      value of an Ordinary Share. The “fair market value” is the average reported last
      sale price of the ordinary shares for the 10 trading days ending on the third
      trading day prior to the date on which the notice of redemption is sent to
      the
      holders of the Placement Warrants. With respect to any natural person, the
      term
      Affiliate shall also include any member of said person’s immediate family, any
      family limited partnership for said person and any trust, voting or otherwise,
      of which said person is a trustee or of which said person or any of said
      person’s immediate family is a beneficiary. For purposes of the foregoing, the
      term “control” and variations thereof means the possession of the power to
      direct or cause the direction of the management or policies of a person, whether
      through the ownership of voting securities, by contract or otherwise.
      Notwithstanding the foregoing, all other terms and conditions of the Placement
      Warrants are identical to the terms and conditions of the Warrants.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    4. Restrictions
      on Transfer.
      From
      the Effective Date until the consummation by the Company of a Business
      Combination (the “Restriction Period”), no sale, transfer or other disposition
      may be made of any or all of the Placement Warrants except (i) by gift to a
      member of a Purchaser’s immediate family or to a trust or other entity, the
      beneficiary of which is a Purchaser or a member of a Purchaser’s immediate
      family, (ii) by virtue of the laws of descent and distribution upon death of
      any
      Purchaser; 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. During the Restriction Period, no Purchaser shall pledge or grant
      a
      security interest in his or her Placement Warrants or grant a security interest
      in his or her rights under this Agreement.

     

    5. Waiver
      of Liquidation Distributions.
      In
      connection with the Placement Warrants purchased pursuant to this Agreement,
      the
      Purchasers hereby waive any and all right, title, interest or claim of any
      kind
      in or to any liquidating distributions by the Company in the event of a
      liquidation of the Company upon the Company’s failure to timely complete a
      Business Combination. For purposes of clarity, any Ordinary Shares purchased
      in
      the IPO or the aftermarket by the Purchasers shall be eligible to receive any
      liquidating distributions by the Company.

     

    6. Representations
      and Warranties of the Purchasers.
      Each
      Purchaser hereby represents and warrants on behalf of itself to the Company
      that:

     

    6.1 Such
      Purchaser is an “accredited investor” as that term is defined in Rule 501 of
      Regulation D promulgated under the Securities Act.

     

    6.2 The
      Placement Warrants are being acquired by such Purchaser for such Purchaser’s own
      account, only for investment purposes and not with a view to, or for resale
      in
      connection with, any distribution or public offering thereof within the meaning
      of the Securities Act.

     

    6.3 Such
      Purchaser has the full right, power and authority to enter into this Agreement
      and this Agreement is a valid and legally binding obligation of such Purchaser
      enforceable against such Purchaser in accordance with its terms.

     

    7. Waiver
      and Indemnification.
      The
      Purchasers hereby waive any and all rights to assert any present or future
      claims, including any right of rescission, against the Company with respect
      to
      their purchase of the Placement Warrants, and each Purchaser agrees jointly
      and
      severally to indemnify and hold the Company harmless from all losses, damages
      or
      expenses that relate to claims or proceedings brought against the Company by
      any
      Purchaser of the Placement Warrants or their transferees, heirs, assigns or
      any
      subsequent holders of the Placement Warrants.

     

    8. Counterparts;
      Facsimile.
      This
      Agreement may be executed in any number of counterparts, each of which when
      so
      executed shall be deemed to be an original and all of which taken together
      shall
      constitute one and the same instrument. This Agreement or any counterpart may
      be
      executed via facsimile transmission, and any such executed facsimile copy shall
      be treated as an original.

     

    9. 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, 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.

     

    
      
        
        

      

      
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    IN
      WITNESS WHEREOF,
      the
      undersigned have executed this Agreement as of the __ day of _____,
      2008.

     

    
      	
              SPRING
                CREEK ACQUISITION CORP.

            
	 
	
              By:

            	
               

            
	 	
              James
                Cheng-Jee Sha

            
	 	
              Chief
                Executive Officer (Principal Executive Officer)

            
	 
	
               

            
	 
	
               

            
	 
	
               

            
	 
	
               

            
	 
	
               

            
	 
	
               

            
	 
	 
	 
	 
	 


    

    


    
      
        
        

      

      
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    SCHEDULE
      A