NUMBER

                	
                  SHARES

                


        

      

              C

    

    SPRING
      CREEK ACQUISITION CORP.

    
       

      INCORPORATED
        UNDER THE LAWS OF THE CAYMAN ISLANDS

       

    

    ORDINARY
      SHARES


    
       

      SEE
        REVERSE FOR

      CERTAIN
        DEFINITIONS

       

      
        	
                This
                  Certifies that

              	
                CUSIP
                  _______

              


      

    

     

    is
      the owner of


    
       

      FULLY
        PAID AND NON-ASSESSABLE ORDINANRY SHARES OF THE PAR VALUE OF $.001 EACH
        OF

    

     

    SPRING
      CREEK ACQUISITION CORP.

    
       

      transferable
        on the books of the Corporation in person or by duly authorized attorney
        upon
        surrender of this certificate properly endorsed. The Corporation will be
        forced
        to liquidate if it is unable to complete a business combination by _________,
        2009 [18 months from the consummation of its initial public offering] or
        __________, 2011 [30 months from the consummation of its initial public
        offering] if a letter of intent, agreement in principle or definitive agreement
        has been executed within 18 months after consummation of its initial public
        offering and the business combination has not been within such 18 month period,
        all as more fully described in the Corporation’s final prospectus dated
        __________, 2008

      This
        certificate is not valid unless countersigned by the Transfer agent and
        registered by the Registrar. Witness the facsimile seal of the Corporation
        and
        the facsimile signatures of its duly authorized
        officers.

    

     

    Dated:

    


    
      	 	
              [CORPORATE
                SEAL]

            	 
	
              CHAIRMAN

            	
              
                SECRETARY

              

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    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

            	 	 


    

     

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

     

    Spring
      Creek Acquisition Corp.

     

    The
      Corporation will furnish without charge to each stockholder who so requests
      the
      powers, designations, preferences and relative, participating, optional or
      other
      special rights of each class of stock or series thereof of the Corporation
      and
      the qualifications, limitations, or restrictions of such preferences and/or
      rights. This certificate and the shares represented thereby are issued and
      shall
      be held subject to all the provisions of the Certificate of Incorporation and
      all amendments thereto and resolutions of the Board of Directors providing
      for
      the issue of shares of Preferred Stock (copies of which may be obtained from
      the
      secretary of the Corporation), to all of which the holder of this certificate
      by
      acceptance hereof assents.

     

    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)

                 

              

            
	
              
                

              

               

               

            
	
              
 
	
                                                                                                                                                     
                                               
                shares

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

            
	 
	
                                                                                                                                                     
                                        
                Attorney

            
	
              to
                transfer the said stock on the books of the within named Corporation
                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)

              

            	 


    

     

    The
      holder of this certificate shall be entitled to receive funds from the trust
      fund only in the event of the Company’s liquidation upon failure to consummate a
      business combination or if the holder seeks to convert his respective shares
      into cash upon a business combination which he voted against and which is
      actually completed by the Company. In no other circumstances shall the holder
      have any right or interest of any kind in or to the trust fund.