NUMBER

            	
              (SEE
                REVERSE SIDE FOR LEGEND)

            	
              WARRANTS

            
	
              ___________________-

            	
              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 corporation (the “Company”), for each Warrant evidenced by this Warrant
      Certificate. The Warrant entitles the holder thereof to purchase from the
      Company, at any time commencing six months after the Company’s completion of a
      business combination 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, but only subject to the conditions set forth herein and in
      the Warrant Agreement between the Company and American Stock Transfer &
Trust Company. The Company shall not be obligated to deliver any securities
      pursuant to the exercise of a Warrant and shall have no obligation to settle
      a
      Warrant exercise unless a registration statement under the Securities Act of
      1933, as amended, (the “Act”) with respect to the Ordinary Shares is effective,
      subject to the Company satisfying is obligations under Section [·]
      of the Warrant Agreement to use its best efforts. In the event that a
      registration statement with respect to the Ordinary Shares underlying a Warrant
      is not effective under the Act, the holder of such Warrant shall not be entitled
      to exercise such Warrant and such Warrant may have no value and expire
      worthless. In no event will the company be required to net cash settle the
      warrant exercise. 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.

     

    No
      fraction of a Share will be issued upon any exercise of a Warrant. If the holder
      of a Warrant would be entitled to receive a fraction of a Share upon any
      exercise of a Warrant, the Company shall, upon such exercise, round up to the
      nearest whole number the number of Shares to be issued to such
      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 the
      registered holder’s 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.

     

    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 government
      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 call the Warrant at any time, with the prior
      consent of EarlyBirdCapital, Inc., prior to its exercise with a notice of call
      in writing to the holders of record of the Warrant, giving 30 days’ notice of
      such call at any time after the Warrant becomes exercisable if the last sale
      price of the Shares has been at least $11.50 per share on each of 20 trading
      days within any 30 trading day period ending on the third business day prior
      to
      the date on which notice of such call is given. The call price of the Warrants
      is to be $.01 per Warrant. Any Warrant either not exercised or tendered back
      to
      the Company by the end of the date specified in the notice of call shall be
      canceled on the books of the Company and have no further value except for the
      $.01 call price.

     

    [CORORATE
      SEAL]

     

    
      	 	 	 
	 	 
	 	 
	
              Secretary

            	
              Chairman
                of the Board

            
	 	 
	 	 


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    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)

     

    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

     

    ________________________________________________________________________________________________

    (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 TO THE ASSIGNMENT OF THE SUBSCRIPTION FORM MUST CORRESPOND TO THE
      NAME
      WRITTEN UPON THE FACE OF THIS WARRANT CERTIFICATE IN EVERY PARTICULAR, WITHOUT
      ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BE GUARANTEED
      BY A
      COMMERCIAL BANK OR TRUST COMPANY OR A MEMBER FIRM OF THE AMERICAN STOCK
      EXCHANGE, NEW YROK STOCK EXCHANGE, PACIFIC STOCK EXCHANGE OR CHICAGO STOCK
      EXCHANGE