NUMBER

            	
              UNITS

            


    

    U-__________

     

    
      	
               

              SEE
                REVERSE FOR

              CERTAIN
                DEFINITIONS

            	
              SPRING
                CREEK ACQUISITION CORP.

            	 


    

     

    CUSIP
      _______

     

    UNITS
      CONSISTING OF ONE ORDINARY SHARE AND ONE WARRANT 

    TO
      PURCHASE ONE ORDINARY SHARE

     

    
      
        	
                THIS CERTIFIES THAT
                  

              	 


      

      


      
        	
                is the owner of
                  

              	 	
                Units.

              


      

    

     

    Each
      Unit
      (“Unit”) consists of one (1) ordinary share, par value $.001 per share
      (“Ordinary Share”), of Spring Creek Acquisition Corp., a Cayman Islands
      corporation (the “Company”), and one (1) warrant (the “Warrant”). The Warrant
      entitles the holder to purchase one (1) Ordinary Share for $5.50 per share
      (subject to adjustment). Each Warrant will become exercisable six months after
      the Company’s completion of a business combination, and will expire unless
      exercised before 5:00 p.m., New York City Time, on ____________, 2013, or
      earlier upon redemption (the “Expiration Date”). The Ordinary Share and Warrant
      comprising the Units represented by this certificate are not transferable
      separately prior to ______________, 2008, subject to earlier separation in
      the
      discretion of EarlyBirdCapital, Inc. The terms of the Warrants are governed
      by a
      Warrant Agreement, dated as of ____________, 2008, between the Company and
      American Stock Transfer & Trust Company, as Warrant Agent, and are subject
      to the terms and provisions contained therein, all of which terms and provisions
      the holder of this certificate consents to by acceptance hereof. Copies of
      the
      Warrant Agreement are on file at the office of the Warrant Agent at [●], and are
      available to any Warrant holder on written request and without
      cost.

    This
      certificate is not valid unless countersigned by the Transfer Agent and
      Registrar of the Company.

    Witness
      the facsimile seal of the Company and the facsimile signatures of its duly
      authorized officer.

     

    By

    
      	 	
              [CORPORATE
                SEAL]

            	 
	 	 
	 	 
	
              Chairman
                of the Board

            	
              Secretary

            
	 	 
	 	 


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Spring
      Creek Acquisition Corp.

     

    The
      Company will furnish without charge to each stockholder who so requests, a
      statement of the powers, designations, preferences and relative, participating,
      optional or other special rights of each class of stock or series thereof of
      the
      Company and the qualifications, limitations, or restrictions of such preferences
      and/or rights.

     

    The
      following abbreviations, when used in the inscription on the face of this
      certificate, shall be construed as though they were written out in full
      according to applicable laws or regulations:

     

    
      	
              TEN
                COM - 

            	
              as
                tenants in common

            	
              UNIF GIFT MIN ACT -

            	
              _______
                Custodian ________

            
	
              TEN
                ENT - 

            	
              as
                tenants by the entireties

            	 	
              (Cust)                            
                (Minor)

            
	
              JT
                TEN - 

            	
              as
                joint tenants with right of survivorship

            	
              under
                Uniform Gifts to Minors

            
	 	
              and
                not as tenants in common

            	 	
              Act_________________________________

            
	 	 	 	
              (State)

            


    

     

    Additional
      Abbreviations may also be used though not in the above list.

     

    For
      value received,
      _________________________ hereby
      sell, assign and transfer unto

     

    PLEASE
      INSERT SOCIAL SECURITY OR OTHER

    
      IDENTIFYING
        NUMBER OF ASSIGNEE

    

    
      	 


    

     

    
      	________________________________________________________________
	
              
                (PLEASE
                  PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE OF
                  ASSIGNEE)

              

            
	 _______________________________________________________
	 _______________________________________________________
	
              _______________________________________________________Units

            


    

     

    
      	
              represented
                by the within Certificate, and do hereby irrevocably constitute and
                appoint

            
	 
	
              _______________________________________________________Attorney

            
	
              to
                transfer the said Units on the books of the within named Company
                will full
                power of substitution in the
                premises.

            


    

     

    
      	
              Dated
                _______________________

            


    

     

    
      	 	 
	 	Notice:	
              The
                signature to this assignment must correspond with the name as written
                upon
                the face of the certificate in every particular, without alteration
                or
                enlargement or any change whatsoever

            
	 
	
              Signature(s)
                Guaranteed:

            


    

     

    
      	 	 
	
              
                THE
                  SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
                  (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT
                  UNIONS WITH
                  MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM.
                  PURSUANT
                  TO S.E.C. RULE 17Ad_15)