EXECUTION
VERSION

    

     

    AMENDMENT
TO THE SHARE EXCHANGE AGREEMENT

     

    THIS
AMENDMENT TO THE SHARE EXCHANGE AGREEMENT (this “Amendment”) is made
as of March 11, 2009, by and among Li Yonghui (“Founder”), Yan Wang
(“Wang”),
Honest Best Int’l Ltd, a company incorporated and existing under the laws of the
British Virgin Islands (“FounderCo”),
AutoChina Group Inc, a company incorporated and existing under the laws of the
Cayman Islands (“AutoChina”), Fancy
Think Limited, a limited liability company established in Hong Kong under the
Hong Kong Companies Ordinance (“Fancy Think”), Hebei
Chuanglian Trade Co., Ltd. (河北创联贸易有限公司), a company
established under the laws of the PRC (“Chuanglian”), Hebei
Kaiyuan Real Estate Development Co., Ltd. (河北开元房地产开发股份有限公司), a company
established under the laws of the PRC (“Kaiyuan Real
Estate”), Hebei Huiyin Investment Co., Ltd. (河北汇银投资有限责任公司), a company
established under the laws of the PRC (“Huiyin Investment”),
Hebei Hua An Investment Co., Ltd. (河北华安投资有限责任公司), a company
established under the laws of the PRC (“Hua An Investment”),
Hebei Tianmei Insurance Agency Co., Ltd. (河北天美保险代理有限公司), a company
established under the laws of the PRC (“Tianmei Insurance”),
Hebei Shijie Kaiyuan Logistics Co., Ltd. (河北世捷开元物流有限公司), a company
established under the laws of the PRC (“Kaiyuan Logistics”),
Hebei Shijie Kaiyuan Auto Trade Co., Ltd. (河北世捷开元汽车贸易有限公司), a company
established under the laws of the PRC (“Kaiyuan Auto Trade”),
Shanxi Chuanglian Auto Trade Co., Ltd. (山西创联汽贸公司), a company
established under the laws of the PRC (“Chuanglian Auto
Trade”), and Spring Creek Acquisition Corp., a corporation duly organized
and existing under the laws of the Cayman Islands (“SCAC”).  Each
of Founder, Wang, FounderCo, AutoChina, Fancy Think, Chuanglian, Kaiyuan Real
Estate, Huiyin Investment, Hua An Investment, Tianmei Insurance, Kaiyuan
Logistics, Kaiyuan Auto Trade, Chuanglian Auto Trade, and SCAC are referred to
herein each as a “Party” and
collectively as the “Parties.”

     

    WHEREAS, the Parties entered into the
Share Exchange Agreement (the “Share Exchange
Agreement”), dated as of February 4, 2009; and

     

    WHEREAS,
the Parties wish to amend the Share Exchange Agreement as set forth in this
Amendment pursuant to Section 12.03 of the Share Exchange
Agreement.

     

    NOW,
THEREFORE, in consideration of the mutual covenants and agreements herein
contained, the Parties hereby agree as follows:

     

    1.           Defined
Terms.  Unless otherwise specifically defined herein,
capitalized terms used herein shall have the respective meanings assigned to
such terms in the Share Exchange Agreement, pursuant to this
Amendment.

     

    2.           Amendments to Share Exchange
Agreement.  Upon the terms and subject to the conditions
hereof, the Share Exchange Agreement is amended as follows:

     

    
      
        
        

      

      
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    EXECUTION
VERSION

     

     

    (a)           Section
7.04(a) of the Share Exchange Agreement is deleted in its entirety and a new
Section 7.04(a) is inserted in its place as follows:

     

    “(a)           Immediately
following the Closing Date, the authorized size of the Board will consist of
seven (7) persons.  The Proxy Statement of SCAC will present the
following persons as nominees for election as directors for a period commencing
from the Closing Date until the next annual general meeting of SCAC, or until
each director’s successor is elected and takes office: two (2) persons nominated
by the AutoChina Shareholders’ Representative (the “AutoChina Nominated
Directors”), two (2) persons nominated by the SCAC Shareholders’
Representative (the “SCAC Nominated
Directors”) and one (1) person as independent non-executive director (an
“Independent
Non-Executive Director”), provided that the Independent Non-Executive
Director candidate who is actually nominated shall be mutually agreed upon by
the AutoChina Shareholders’ Representative and the SCAC Shareholders’
Representative.  Subsequent to the Closing, two (2) additional persons
shall be nominated as Independent Non-Executive Directors, provided that such
Independent Non-Executive Director candidates who are nominated shall be
mutually agreed upon by the AutoChina Shareholders’ Representative and the SCAC
Shareholders’ Representative.  The Warrantors agree that for a period
commencing from the Closing Date and ending December 31, 2011, they shall use
their best efforts to nominate or to cause their Affiliates to nominate the
directors to the Board pursuant to this Section 7.04, subject to any obligations
imposed by law, rule or regulation on any nominating committee.  In
addition, the AutoChina Shareholders agree, and the Warrantors shall cause the
AutoChina Shareholders to agree, that, for a period commencing from the Closing
Date and ending December 31, 2011, they shall vote all SCAC Ordinary Shares then
owned by them in favor of the persons nominated as directors by the SCAC
Shareholders’ Representative pursuant to this Section 7.04.  Each of
AutoChina and SCAC shall procure that the composition of the board of directors
of AutoChina after the Closing shall be identical to that of SCAC.”

     

    (b)           Section
7.04(b) of the Share Exchange Agreement is deleted in its entirety and a new
Section 7.04(b) is inserted in its place as follows:

     

    “(b)           The
Board shall, immediately following the Closing, establish an audit committee, a
nomination committee and a compensation committee.  Prior to December
31, 2011, in the event there is only one (1) Independent Non-Executive Director
in office, each such committee shall consist of one (1) member, who shall be
such Independent Non-Executive Director.  Prior to December 31, 2011,
in the event there is more than one (1) Independent Non-Executive Director, each
such committee shall consist of two (2) members, one being an Independent
Non-Executive Director nominated to such committee based on the recommendation
of the AutoChina Shareholders’ Representative and the other being an Independent
Non-Executive Director nominated to such committee based on the recommendation
of the SCAC Shareholders’ Representative.  In any event that the two
(2) members in any such committee fail to reach a consensus with respect to any
matter, such matter shall be submitted to and decided by the Board by the
affirmative consent or approval of (i) at least six (6) members of the Board or
(ii) in the event there are less than six (6) members of the Board then in
office, all of the members of the Board then in office.”

     

    
      
        
        

      

      
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        EXECUTION
VERSION

         

      

       

    

    (c)           The
first paragraph of Section 7.05(b) of the Share Exchange Agreement is deleted in
its entirety and a new first paragraph of Section 7.05(b) is inserted in its
place as follows:

     

    “(b)           Effective
immediately following the Closing, no director, officer, committee member,
employee, agent of SCAC or any Group Company or any of their respective
delegates shall, without the affirmative consent or approval of (i) at least six
(6) members of the Board or (ii) in the event there are less than six (6)
members of the Board then in office, all of the members of the Board then in
office, not take, nor shall they cause or permit SCAC or any Group Company to
take, any of the following actions (whether in a single transaction or a series
of related transactions):”

     

    3.           Remaining Provisions in Full
Force and Effect.  Except as expressly amended pursuant hereto,
the Share Exchange Agreement shall remain unchanged and in full force and effect
and is hereby ratified and confirmed in all respects.

     

    4.           Miscellaneous.

     

    


    (a)           This
Amendment shall be binding upon and inure to the benefit of the Parties and
their respective successors and permitted assigns.

     

    (b)           THIS
AMENDMENT IS SUBJECT TO THE PROVISIONS OF SECTION 12.11 OF THE SHARE EXCHANGE
AGREEMENT RELATING TO GOVERNING LAW, THE PROVISIONS OF WHICH ARE BY THIS
REFERENCE INCORPORATED HEREIN IN FULL.

     

    (c)           This
Amendment may be executed in any number of counterparts, each of which shall be
deemed an original, but all such counterparts together shall constitute but one
and the same instrument.

     

    (d)           This
Amendment, together with the Share Exchange Agreement, contains the entire and
exclusive agreement of the Parties with reference to the matters discussed
herein.

     

    (e)           If
any term or provision of this Amendment shall be deemed prohibited by or invalid
under any applicable law, such provision shall be invalidated without affecting
the remaining provisions of this Amendment or the Share Exchange
Agreement.

     

    
      
        
        

      

      
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