PUT AND
CALL AGREEMENT

     

    THIS PUT
AND CALL AGREEMENT dated as of April 7, 2009 (this “Agreement”) and entered into
by and between Spring Creek Acquisition Corp., a Cayman Islands company (“Spring
Creek” or the “Company”), AutoChina Group, Inc. (“AutoChina”), and the signatory
on the execution page hereof (the “Seller”).

     

    WHEREAS,
the Company was organized for the purpose of acquiring, through a stock
exchange, asset acquisition or other similar business combination, or
controlling, through contractual arrangements, an operating business, that has
its principal operations in the Greater China region, which includes Hong Kong,
Macau and Taiwan;

     

    WHEREAS,
Spring Creek has agreed to acquire (the “Acquisition”) AutoChina pursuant to
certain agreements.

     

    WHEREAS,
the approval of the Acquisition is contingent upon, among other things, the
affirmative vote of holders of a majority of the outstanding ordinary shares of
Spring Creek voting at the meeting to approve the Acquisition.

     

    WHEREAS,
pursuant to certain provisions in Spring Creek’s amended and restated memorandum
and articles of association, a holder of ordinary shares of Spring Creek issued
in the IPO may, if such holder votes against the Acquisition, demand that Spring
Creek convert such ordinary shares into cash (“Conversion Rights”).

     

    WHEREAS,
the Acquisition is subject to the exercise of Conversion Rights by holders of
less than 40% of the Spring Creek ordinary shares issued in the
IPO.

     

    WHEREAS,
the Seller is the holder of an aggregate of 120,000 ordinary shares of the
Company (the “Shares”) and is interested in acquiring the right to require the
Company to purchase the Shares, and the Company is interested in acquiring the
right to require the Seller to sell the Shares, in each case during the time
periods and upon the terms and conditions described herein.

     

    NOW,
THEREFORE, for and in consideration of the premises and the mutual covenants
hereinafter set forth, the parties hereto do hereby agree as
follows:

     

    
      	
              1.

            	
              Defined
      Terms.

            


    

     

    
      	
            	
              1.1.

            	
              “Market
      Price” means the closing price of the Company’s ordinary shares as of the
      immediately preceding trading day as quoted on the OTC Bulleting Board (or
      any successor market, or the New York Stock Exchange, the NYSE Alternext,
      the NASDAQ Global Select Market, the NASDAQ Global Market or the NASDAQ
      Capital Market on which the Company’s ordinary shares are listed or quoted
      for trading on the date in
question).

            


    

     

    
      	
            	
              1.2.

            	
              “Option
      Price” means $8.50 per Share, less the per Share portion of any cash
      dividend or other cash distribution paid to the Company’s shareholders
      prior to the exercise of the Put Option of Call
  Option.

            


    

     

    
      	
              2.

            	
              Put
      Option.  The Company hereby grants the Seller the option
      to require the Company to buy from the Seller any or all of the Shares
      owned by the Seller at the Option Price during the two week period
      commencing on the six month anniversary of the closing of the Acquisition
      (the “Put Option”).  In order to exercise the Put Option, Seller
      shall deliver to the Company a put option notice in the form of Schedule I
      hereto.

            


    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    
      	
              3.

            	
              Call
      Option.  The Seller hereby grants the Company, or its
      assigns, the option to require the Seller to sell to the Company, or its
      assignees, any or all of the Shares owned by the Seller at the Option
      Price from the date of this Agreement until the last date on which the Put
      Option may be exercised in accordance with Section 2 (the “Call Option”);
      provided,
      however,
      that the Company may not exercise the Call Option if the Market Price of
      the Company’s ordinary shares on the applicable date exceeds the Option
      Price.  The Company may assign, in whole or in part, the Call
      Option at any time prior to its expiration, and the assignment or exercise
      of the Call Option with respect to any Shares shall not limit the
      Company’s rights under the Call Option with respect to any remaining
      Shares.  In order to exercise the Call Option, the Company, or
      its assigns, shall deliver to the Seller a call option notice in the form
      of Schedule
      II hereto.

            


    

     

    
      	
              4.

            	
              Completion.  If
      either the Put Option or Call Option is exercised, a closing shall be held
      on the Closing Date specified in the relevant notice (provided that with
      respect to the Put Option the Closing Date shall be no earlier than a date
      that is two weeks after the date that the Company receives such notice) at
      the offices of the Company’s counsel, Loeb & Loeb LLP, 345 Park
      Avenue, New York, NY 10154 at which Seller will deliver certificates
      representing such Shares as shall have been specified in the relevant
      notice (or shall have delivered such Shares through the book-entry
      facilities of DTC at the election of the Seller) and the Company, or its
      assigns, will deliver immediately available funds equal to the Option
      Price per Share to an account of Seller furnished to the Company and its
      assigns, as applicable, at least five business days prior to such
      closing.  In the event the Put Option is exercised with respect
      to any of the Shares, the Company, or its assigns, may exercise the Call
      Option and in lieu of Closing on the Put Option may close on the Call
      Option with respect to such Shares; provided, however, that
      the Closing Date of such exercise of the Call Option shall be no later
      than the Closing Date specified in the relevant put option
      notice.  The exercise, in whole or in part, of the Call Option
      shall reduce the number of Shares subject to the Put Option on a
      one-for-one basis, and (subject to the immediately preceding sentence) the
      exercise, in whole or in part, of the Put Option shall reduce the number
      of Shares subject to the Call Option on a one-for-one
    basis.

            


    

     

    
      	
              5.

            	
              Representations and
      Warranties of the Company and the
Seller.

            


    

     

    
      	
            	
              5.1.

            	
              The
      Company hereby represents and warrants to the Seller as of the date hereof
      and as of the Closing Date, as follows: (i) it is free to enter into this
      Agreement; (ii) in so doing, it will not violate any other agreement to
      which it is a party; and (iii) it has taken all corporate action necessary
      to authorize the execution and delivery of this Agreement and the
      performance of its obligations under this Agreement. The Company hereby
      represents and warrants to the Seller that as of the Closing Date all
      necessary filings with the Securities and Exchange Commission related to
      this Agreement shall have been made and that such filings will comply in
      all material respects with the securities laws of the United
      States.

            


    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    
      	
            	
              5.2.

            	
              The
      Seller hereby represents and warrants to the Company as of the date hereof
      and as of the Closing Date, as follows: (a) immediately prior to the
      closing of each sale pursuant to this Agreement, Seller will have all
      rights, title and interest in and to the Shares being sold, (b) any Shares
      sold by Seller under this Agreement will be owned by Seller free and clear
      of all liens and encumbrances, and upon receipt of such Shares the
      purchaser of such Shares will have all rights, title and interest in and
      to such shares, (c) it is free to enter into this Agreement; (d) in so
      doing, it will not violate any other agreement to which it is a party; and
      (e) it has taken all corporate action necessary to authorize the execution
      and delivery of this Agreement and the performance of its obligations
      under this Agreement

            


    

     

    
      	
              6.

            	
              Voting of Shares; Sale
      of Shares.

            


    

     

    
      	
            	
              6.1.

            	
              In
      further consideration of entering into this Agreement, the Seller hereby
      agrees it will not exercise the Seller’s Conversion Rights.  The
      Seller hereby irrevocably appoints James Sha and Diana Liu and each of
      them, each with full power of substitution, to the full extent of such
      stockholder’s rights with respect to the Shares (and any and all other
      Shares or securities or rights issued or issuable in respect thereof) to
      vote in such manner as each such attorney and proxy or his substitute
      shall in his sole discretion deem proper, and otherwise act (including
      without limitation pursuant to written consent) with respect to all the
      Shares to be sold hereunder which the Seller is entitled to vote at any
      meeting of stockholders (whether annual or special and whether or not an
      adjourned meeting) of the Company held prior to April 15,
      2009.  This proxy is coupled with an interest in the Company and
      in the Shares and is irrevocable.

            


    

     

    
      	
            	
              6.2.

            	
              Until
      the closing of the Acquisition, the Seller agrees not to take any action
      (including any purchase or sale of any security or the establishment of
      any arbitrage or similar derivative position relating to any security)
      that is reasonably expected to materially adversely affect the adoption of
      the Acquisition by the shareholders of the
  Company.

            


    

     

    
      	
            	
              6.3.

            	
              The
      Seller may sell any or all the Shares prior to the expiration of the Put
      Option and Call Option only if the Market Price of the Company’s ordinary
      shares on the applicable date exceeds the Option Price, in which case the
      number of Shares subject to both the Put Option and Call Option shall be
      reduced by the number of Shares so sold on a one-for-one
      basis.

            


    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    
      	
              7.

            	
              Indemnification.
      The Company and AutoChina hereby agree to indemnify and hold harmless the
      Seller and each of its partners, principals, members, officers, directors,
      employees, agents, representatives and affiliated or managed funds (the
      “Indemnified Parties”) from and against any and all losses, claims,
      damages, liabilities and expenses, joint or several, of any kind or nature
      whatsoever, and any and all actions, inquiries, proceedings and
      investigations in respect thereof, whether pending or threatened, to which
      any such party may become subject, arising in any manner out of or in
      connection with this Agreement or the transactions contemplated herein to
      the fullest extent permitted under applicable law, regardless of whether
      any of such parties is a party hereto, and immediately upon request
      reimburse such party for such party’s legal and other expenses as they are
      incurred in connection with investigating, preparing, defending, paying,
      settling or compromising any such action, inquiry, proceeding or
      investigation (including, without limitation, usual and customary per diem
      compensation for any such party’s involvement in discovery proceedings or
      testimony); provided that
      the Company and AutoChina shall not be liable for any such loss,
      liability, claim, damage or expense resulting from actions taken by the
      Indemnified Parties in bad faith or as a result of their respective gross
      negligence or willful misconduct; and provided further that
      such foregoing indemnity pursuant to this Section 7 shall not be available
      for any losses, claims, damages, liabilities or expenses or with respect
      to any lawsuits, inquiries, proceedings and investigations in respect
      thereof to the extent such arise out of any actions taken after the
      Closing.

            


    

     

    
      	
              8.

            	
              Notice.  Any
      notice required or permitted to be given or delivered hereunder or by
      reason of the provisions of this Agreement shall be in writing and shall
      be deemed to have been properly served if: (a) delivered personally, (b)
      delivered by a recognized overnight courier service instructed to provide
      next-day delivery, (c) sent by certified or registered mail, return
      receipt requested and first class postage prepaid, or (d) sent by
      facsimile transmission followed by confirmation copy delivered by a
      recognized overnight courier service the next day.  Such
      notices, demands and other communications shall be sent to the addresses
      set forth below, or to such other addresses or to the attention of such
      other Person as the recipient has specified by prior written notice to the
      sender.  Date of service of such notice shall be: (i) the date
      such notice is personally delivered or sent by facsimile transmission
      (with issuance by the transmitting machine of confirmation of successful
      transmission), (ii) three days after the date of mailing if sent by
      certified or registered mail, or (iii) one day after date of delivery to
      the overnight courier if sent by overnight courier.  Unless
      otherwise specified in writing, the mailing addresses of the parties
      hereto shall be as follows:

            


    

     

    If to the
Company or AutoChina, addressed to:

     

    c/o Loeb
& Loeb LLP

    345 Park
Avenue

    New York,
New York  10154

    Attention:       Mitchell
S. Nussbaum, Esq.

    Facsimile:       212-504-3013

     

    If to the
Seller, addressed to:

    Josephine
Sha,

    10
Crestview Court

    Lafayette,
CA 94549

    Facsimile:        ______________

     

    
      	
              9.

            	
              Counterparts;
      Facsimile Execution.  This Agreement may be executed in
      one or more counterparts, all of which shall be considered one and the
      same agreement and shall become effective when one or more counterparts
      have been signed by each of the parties and delivered to the other
      party.  Facsimile or other electronic execution and delivery of
      this Agreement is legal, valid and binding for all
    purposes.

            


    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    
      	
              10.

            	
              Entire Agreement;
      Third Party Beneficiaries.  This Agreement, taken
      together with all Exhibits, Schedules and Annexes hereto (a) constitutes
      the entire agreement, and supersedes all prior agreements and
      understandings, both written and oral, among the parties with respect to
      the matters contemplated hereby and (b) is not intended to confer upon any
      person other than the parties any rights or
  remedies.

            


    

     

    
      	
              11.

            	
              Governing
      Law.  In accordance with Section 5-1401 of the General
      Obligations Law of the State of New York, this Agreement shall be governed
      by, and construed in accordance with, the laws of the State of New York
      without regard to principles of conflicts of laws that would result in the
      application of the substantive law of another jurisdiction.  The
      parties hereto agree that any action, proceeding or claim arising out of
      or relating in any way to this Agreement shall be resolved through final
      and biding arbitration conducted in the City of New York, State of New
      York in accordance with the rules and regulations of the American
      Arbitration Association (AAA), by a panel of three arbitrators selected
      from the AAA Commercial Disputes Panel instead of any jury trial and that
      the arbitrator panel’s decision shall be final and binding to the fullest
      extent permitted by law and enforceable by any court having jurisdiction
      thereof.  The cost of such arbitrator and arbitration services,
      together with the prevailing party’s legal fees and expenses, shall be
      borne by the non-prevailing party or as otherwise directed by the
      arbitrators.  The Company and AutoChina each hereby appoints,
      without power of revocation, Loeb & Loeb, LLP, New York, New York,
      Attn: Mitchell Nussbaum, as their respective agent to accept and
      acknowledge on its behalf service of any and all process which may be
      served in any action, proceeding or counterclaim in any way relating to or
      arising out of this Agreement.

            


    

     

    
      	
              12.

            	
              Assignment.  Except
      as set forth in Section 3 hereof, neither this Agreement nor any of the
      rights, interests or obligations under this Agreement shall be assigned,
      in whole or in part, by operation of law or otherwise by any of the
      parties without the prior written consent of the other
      party.  Any purported assignment without such consent shall be
      void.  Subject to the preceding sentences, this Agreement will
      be binding upon, inure to the benefit of, and be enforceable by, the
      parties and their respective successors and
  assigns.

            


    

     

    [remainder
of page left intentionally blank; signature pages follow]


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly
executed by their respective authorized signatories as of the date first
indicated above.

     

    
      
        
          
            	
                    SPRING
      CREEK ACQUISITION CORP.

                  
	 
      	 
      
	
                    By:

                  	
                    /s/ James
Sha

                  


          

        

      

      
        
          
            
              	
                      Name:

                    	
                      James
      Sha

                    
	
                      Title:

                    	
                      Chief
      Executive Officer

                    
	 
      	 
      


            

          

        

      

      
        
          
            	
                    AUTOCHINA
      GROUP, INC.

                  
	 
      	 
      
	
                    By:

                  	
                    /s/ Li Yong
Hui

                  


          

        

      

      
        
          
            	
                    Name:

                  	
                    Li
      Yong Hui

                  
	
                    Title:

                  	
                    President

                  


          

        

      

    

     

    [seller
signature page follows]


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    [seller
signature page]

     

    
      
        	
                /s/ Josephine Sha

              
	
                Name:
      Josephine Sha

              
	 
      
	
                Address:

              
	 
      
	
                10
      Crestview Court

              
	
                Lafayette,
      CA 94549

              


      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    SCHEDULE
I

    PUT
OPTION NOTICE

     

    To:
[COMPANY]

    


    Attention:
[•]

     

    [Date]

     

    Ladies
and Gentlemen,

     

    Put
Option Notice

     

    We refer
to the Put and Call Agreement (the “Put and Call Agreement”) dated
April ___, 2009 and made between you and the undersigned. Terms defined in the
Put and Call Agreement shall bear the same meaning when used
herein.

     

    We hereby
confirm that we wish to exercise the option granted under Section 2 of the Put
and Call Agreement and accordingly the Put Option is hereby exercised with
respect to ________ Shares.

     

    The
Closing Date shall be [•][date must be at least two weeks after the date the
Company receives the Put Option Notice].

     

    This put
option notice is irrevocable and is governed by, and shall be construed in
accordance with the laws of the State of New York.

    


    
      
        
          	
                  Yours
      faithfully

                
	 
      
	
                  By:

                	
                    

                


        

      

    

    
      
        	
                Name:

              	 
      
	
                Title:

              	 
      


      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    SCHEDULE
II

    CALL
OPTION NOTICE

     

    To:
[SELLER]

    


    Attention:
[•]

     

    [Date]

     

    Ladies
and Gentlemen,

     

    Call
Option Notice

     

    We refer
to the Put and Call Agreement (the “Put and Call Agreement”) dated
April ___, 2009 and made between you and the undersigned. Terms defined in the
Put and Call Agreement shall bear the same meaning when used
herein.

     

    We hereby
confirm that we wish to exercise the option granted under Section 3 of the Put
and Call Agreement and accordingly the Call Option is hereby exercised with
respect to ________ Shares.

     

    The
Closing Date shall be [•].

     

    This call
option notice is irrevocable and is governed by, and shall be construed in
accordance with the laws of the State of New York.

    


    
      
        
          	
                  Yours
      faithfully

                
	 
      
	
                  By:

                	
                    

                


        

      

    

    
      
        
          	
                  Name:

                	 
      
	
                  Title: