Unassociated Document


     

    ______________,
      2008

     

    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

     

    EarlyBirdCapital,
      Inc.

    275
      Madison Avenue

    27th
      Floor

    New
      York,
      New York 10016

     

    Re: Initial
      Public Offering

     

    Gentlemen:

     

    The
      undersigned shareholder, Chief Operating Officer and director of Spring Creek
      Acquisition Corp. (“Company”), in consideration of EarlyBirdCapital, Inc.
      (“EarlyBird”) entering into an agreement to underwrite an initial public
      offering of the securities of the Company (“IPO”) and embarking on the IPO
      process, hereby agrees as follows (certain capitalized terms used herein are
      defined in paragraph 11 hereof):

     

    1. If
      the
      Company solicits approval of its shareholders of a Business Combination, the
      undersigned will vote all Insider Shares owned by him in
      accordance with the majority of the votes cast by the holders of the IPO
      Shares.
      The
      undersigned will not exercise any appraisal rights (if such appraisal rights
      are
      available) to which the undersigned may be entitled under the Companies Law
      (2007 Revision) of the Cayman Islands (the “Companies Law”) in connection with
      any Business Combination with respect to any Insider Shares, IPO Shares and
      shares acquired in the aftermarket owned by him. 

     

    2. In
      the
      event that the Company fails to consummate a Business Combination within 18
      months from the consummation of the IPO or 30 months under the circumstances
      described in the prospectus relating to the IPO (such date being referred to
      herein as the “Termination Date”), the undersigned shall (i) take all such
      action reasonably within its power as is necessary to dissolve the Company
      and
      liquidate the Trust Fund to holders of IPO Shares as soon as reasonably
      practicable, subject to any applicable requirements of the Companies Law, and
      (ii) vote his shares in favor of any plan of dissolution and distribution
      recommended by the Company’s board of directors. The undersigned hereby waives
      any and all right, title, interest or claim of any kind in or to any
      distribution of the Trust Fund and any remaining net assets of the Company
      as a
      result of such liquidation with respect to all Ordinary Shares then owned by
      him, including without limitation, his Insider Shares, his Placement Shares,
      his
      IPO Shares and any shares acquired by him in the aftermarket (“Claim”) and
      hereby waives any Claim the undersigned may have in the future as a result
      of,
      or arising out of, any contracts or agreements with the Company and will not
      seek recourse against the Trust Fund for any reason whatsoever.



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3. In
      order
      to minimize potential conflicts of interest which may arise from multiple
      affiliations, the undersigned agrees to present to the Company for its
      consideration, prior to presentation to any other person or entity, any suitable
      opportunity to acquire a Target Business, until the earlier of the consummation
      by the Company of a Business Combination, the liquidation of the Company or
      until such time as the undersigned ceases to be a director of the Company,
      subject to any pre-existing fiduciary and contractual obligations the
      undersigned might have.

     

    4. To
      further minimize potential conflicts of interest, the
      undersigned acknowledges and agrees that the Company will not consummate any
      Business Combination with
      an
      entity which is affiliated with any of its founding shareholders unless the
      Company obtains an opinion from an independent investment banking firm that
      the
      Business Combination is fair to the Company’s unaffiliated shareholders from a
      financial point of view. 

     

    5. Neither
      the undersigned, any member of the family of the undersigned, nor any affiliate
      (“Affiliate”) of the undersigned will be entitled to receive and will not accept
      any compensation for services rendered to the Company prior to the consummation
      of the Business Combination. Notwithstanding the foregoing to the contrary,
      the
      undersigned shall be entitled to reimbursement from the Company for its
      reasonable out-of-pocket expenses incurred in connection with identifying,
      investigating and consummating a Business Combination and the undersigned
      acknowledges that Live ABC Interactive Co., Ltd. Beijing, an affiliate of the
      Company’s Chief Executive Officer (“Related
      Party”), shall be allowed to charge the Company up to $7,500 per month to
      compensate it for the Company’s use of Related Party’s office space, utilities
      and secretarial services.

     

    6. Neither
      the undersigned, any member of the family of the undersigned, nor any Affiliate
      of the undersigned will be entitled to receive or accept a finder’s fee or any
      other compensation in the event the undersigned, any member of the family of
      the
      undersigned or any Affiliate of the undersigned originates a Business
      Combination. 

     

    7. The
      undersigned will escrow half of his Insider Shares until the date
      which is nine (9) months after the date on which the Company consummates its
      initial Business Combination and the undersigned will escrow the remaining
      half
      of his Insider Shares until the date which is one (1) year after the date on
      which the Company consummates its initial Business Combination, in
      accordance with the terms of a Share Escrow Agreement which the Company will
      enter into with the undersigned, certain other holders of the Ordinary Shares
      and American Stock Transfer & Trust Company, as escrow
      agent.


    
      
        
        

      

      
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    8. The
      undersigned agrees to be a member of the Company’s board of directors and its
      Chief Operating Officer until the earlier of the consummation by the Company
      of
      a Business Combination or the liquidation of the Company. The undersigned’s
      biographical information furnished to the Company and EarlyBird and attached
      hereto as Exhibit A is true and accurate in all respects, does not omit any
      material information with respect to the undersigned’s background and contains
      all of the information required to be disclosed pursuant to Item 401 of
      Regulation S-K, promulgated under the Securities Act of 1933. The undersigned’s
      Questionnaire furnished to the Company and EarlyBird is true and accurate in
      all
      respects. The undersigned represents and warrants that:

     

    (a) He
      is not
      subject to or a respondent in any legal action for, any injunction,
      cease-and-desist order or order or stipulation to desist or refrain from any
      act
      or practice relating to the offering of securities in any
      jurisdiction;

     

    (b) He
      has
      never been convicted of or pleaded guilty to any crime (i) involving any fraud
      or (ii) relating to any financial transaction or handling of funds of another
      person, or (iii) pertaining to any dealings in any securities and he is not
      currently a defendant in any such criminal proceeding; and

     

    (c) He
      has
      never been suspended or expelled from membership in any securities or
      commodities exchange or association or had a securities or commodities license
      or registration denied, suspended or revoked.

     

    9. The
      undersigned has full right and power, without violating any agreement by which
      he is bound, to enter into this letter agreement and to serve as a member of
      the
      Company’s board of directors and its Chief Operating Officer.

     

    10. This
      letter agreement shall be governed by and construed and enforced in accordance
      with the laws of the State of New York, without giving effect to conflicts
      of
      law principles that would result in the application of the substantive laws
      of
      another jurisdiction. The undersigned hereby (i) agrees that any action,
      proceeding or claim against him arising out of or relating in any way to this
      letter agreement (a “Proceeding”) shall be brought and enforced in the courts of
      the State of New York of the United States of America for the Southern District
      of New York, and irrevocably submits to such jurisdiction, which jurisdiction
      shall be exclusive, (ii) waives any objection to such exclusive jurisdiction
      and
      that such courts represent an inconvenient forum and (iii) irrevocably
      agrees to appoint Loeb & Loeb LLP as agent for the service of process in the
      State of New York to receive, for the undersigned and on his behalf, service
      of
      process in any Proceeding. If for any reason such agent is unable to act as
      such, the undersigned will promptly notify the Company and EarlyBird and appoint
      a substitute agent acceptable to each of the Company and EarlyBird within 30
      days and nothing in this letter will affect the right of either party to serve
      process in any other manner permitted by law.


    
      
        
        

      

      
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    11. As
      used
      herein, (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
      having a fair market value of at least 80% of the Company’s net assets at the
      time of such acquisition; (ii) “Ordinary Shares” shall mean the Company’s
      ordinary shares, par value $.0001 per share; (iii) “Insiders” shall mean all
      officers, directors and shareholders of the Company immediately prior to the
      Private Placement; (iv) “Insider Shares” shall mean all of the Ordinary Shares
      owned by an Insider prior to the Private Placement; (v) “IPO Shares” shall
      mean the Ordinary Shares issued in the Company’s IPO; (vi) “Private Placement”
shall mean the private placement of securities of the Company consummated
      immediately prior to the IPO; (vii) “Private Placement Shares” shall mean the
      Ordinary Shares issued in the Private Placement; (viii) “Target Business” shall
      mean an operating business that has its principal operations in the Greater
      China region; and (ix) “Trust Fund” shall mean the trust account established by
      the Company at the consummation of its IPO and into which a certain amount
      of
      the net proceeds of the IPO is deposited.

     

    
      	
              By:

            	 
	 	
              Name:
                Jimmy (Jim) Yee-Ming Wu

            


    


    
      
        
        

      

      
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    EXHIBIT
      A

     

    [Insider
      biographical information]


    
      
        
        

      

      
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