PUT AND
CALL AGREEMENT

     

    THIS PUT
AND CALL AGREEMENT dated as of April 8, 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
signatories on the execution page hereof (collectively, 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,
simultaneously with the entering into of this Agreement, Seller is purchasing an
aggregate of 548,800 ordinary shares (the “Shares”) of Spring Creek at a
purchase price of approximately $7.865 per Share.

     

    WHEREAS,
Seller 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.

            	
              “Escrow
      Account” means the escrow account established by the parties hereto to
      hold funds to secure the payment of the Option Price as set forth
      herein.

            


    

     

    
      	
            	
              1.2.

            	
              “Escrow
      Agent” means the firm of Loeb & Loeb LLP, acting as escrow agent under
      for the Escrow Account.

            


    

     

    
      	
            	
              1.3.

            	
              “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).

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
            	
              1.4.

            	
              “Option
      Fee” means $0.105 per Share.

            


    

     

    
      	
            	
              1.5.

            	
              “Option
      Price” means $8.400 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.  In consideration of the grant of the Call Option
      (defined below), the Company hereby grants Seller the option to require
      the Company to buy from Seller any or all of the Shares owned by Seller at
      the Option Price during the two week period commencing on the six month
      anniversary of the date of this Agreement (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.  A put option notice may be delivered to the Company
      prior to the six-month anniversary of the date of this Agreement, provided
      that the closing date of the put option may not be prior to the six month
      anniversary of the of the date of this
  Agreement.

            


    

     

    
      	
              3.

            	
              Call
      Option.

            


    

     

    
      	
            	
              3.1.

            	
              In
      consideration of the payment of the Option Fee and the grant of the Put
      Option, 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 Seller at the Option Price 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
      unless such exercise is approved by the Seller.  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 nor relieve the Company of its
      obligations pursuant to the Call Option.  In order to exercise
      the Call Option, the Company, or its assigns, shall deliver to Seller a
      call option notice in the form of Schedule II
      hereto.

            


    

     

    
      	
              4.

            	
              Funds.

            


    

     

    
      	
            	
              4.1.

            	
              Upon
      the closing of the Acquisition, Seller will own 548,800 ordinary shares of
      Spring Creek and Spring Creek shall transfer the Option Fee for each of
      the Shares (an aggregate of $57,624) to the
  Seller.

            


    

     

    
      	
              5.

            	
              Completion.

            


    

     

    
      	
            	
              5.1.

            	
              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 direct the Escrow Agent to release from the Escrow Account,
      or in the event the Call Option has been assigned, such assignee shall
      pay, 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.

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
            	
              5.2.

            	
              If
      neither the Put Option nor the Call Option is exercised with respect to
      any of the Shares prior to the expiration of such options, then Seller
      shall promptly return to Spring Creek the Option Fee multiplied by the
      number of Shares for which neither the Put Option nor the Call Option was
      exercised.

            


    

     

    
      	
              6.

            	
              Representations and
      Warranties of the Company and
Seller.

            


    

     

    
      	
            	
              6.1.

            	
              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; (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; (iv) all amounts required to pay
      the Option Price will be delivered to the Escrow Agent on the closing of
      the Acquisition, (v) the Company is in good standing in its jurisdiction
      of formation, and (vi) this Agreement is the valid and binding obligation
      of the Company and AutoChina, enforceable against the Company and
      AutoChina, respectively, in accordance with its terms. 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.

            


    

     

    
      	
            	
              6.2.

            	
              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 or its applicable designees
      will have all rights, title and interest in and to the Shares being sold,
      (b) any Shares sold by Seller and its designees under this Agreement will
      be owned by Seller or its applicable designee 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

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              7.

            	
              Escrow
      Account.  Spring Creek hereby agrees to place
      $4,609,920.00 (the “Escrowed Funds”) in the Escrow Account maintained by
      the Escrow Agent pursuant to the terms of an escrow agreement to be
      executed by the parties and Loeb & Loeb LLP.  The escrow
      agreement provides that $8.400 of the Escrowed Funds will be released to
      the Seller by the Escrow Agent for each Share subject to the Put Option
      upon notice to the Escrow Agent that the Company has not fulfilled its
      obligations under this Agreement to buy such Shares upon the appropriate
      exercise by the Seller of its rights under this
  Agreement.

            


    

     

    
      	
              8.

            	
              If the Acquisition is
      not Consummated.  Notwithstanding anything else herein to
      the contrary, if the Acquisition is not consummated by April 17,
      2009:

            


    

     

    
      	
               
      

            	
              ·

            	
              The
      Company hereby agrees that it will use its best efforts to (i) cause its
      shareholders to vote in favor of liquidating and dissolving the Company
      and (ii) liquidate and dissolve the Company by the six month anniversary
      of this Agreement.

            


    

     

    
      	
               
      

            	
              ·

            	
              Jim
      Sha, who is signatory to this Agreement for purposes of agreeing to this
      Section 8, hereby agrees to pay the Seller $0.105 per Share for each month
      after the first month (pro-rated for portions of a month), subject to a
      minimum of $0.210 per Share, that the Seller holds the
    Shares.

            


    

     

    
      	
               
      

            	
              ·

            	
              Beginning
      on the three month anniversary of the date of this Agreement, use its best
      efforts to obtain waivers from each person who is owed money by the
      Company or has provided goods or services to the Company for which such
      persons have not been paid.

            


    

     

    
      	
              9.

            	
              Indemnification.
      The Company and AutoChina hereby agrees to indemnify and hold harmless
      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 9 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.

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              10.

            	
              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:

    


    Spring
Creek Acquisition Corp.

    Attention:
Yong Hui Li

    No.322,
Zhongshan East Road

    Shijiazhuang,
Hebei

    People’s
Republic of China

    Fax: +86
311 8381 9636

    


    With a
copy to (which copy shall not constitute notice):

    


    Loeb
& Loeb LLP

    345 Park
Avenue

    New York,
New York  10154

    Attention:         Mitchell
S. Nussbaum, Esq.

    Facsimile:         212-504-3013

    


    If to
Seller, addressed to:

    


    Victory
Park Capital Advisers , LLC

    227 West
Monroe Street

    Suite
3900

    Chicago,
Illinois 60606

    


    
      	
              11.

            	
              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.

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              12.

            	
              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.

            


    

     

    
      	
              13.

            	
              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.

            


    

     

    
      	
              14.

            	
              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 page follows]


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    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/ Yong Hui Li

                
	
                  Name:
      Yong Hui Li

                
	
                  Title:   President

                
	 
      	 
      
	
                  VICTORY
      PARK SPECIAL SITUATIONS 

                  MASTER
      FUND, LTD.

                
	
                  By:  Victory
      Park Capital Advisors, LLC

                
	
                  Its:  Investment
      Manager

                
	 
      	 
      
	
                  By:

                	
                  /s/ Scott R. Zemnick

                
	 
      	
                  Name:  Scott
      R. Zemnick

                
	 
      	
                  Title:  General
      Counsel

                
	 
      	 
      
	
                  VICTORY
      PARK CREDIT 

                  OPPORTUNITIES
      MASTER FUND, LTD.

                
	
                  By:  Victory
      Park Capital Advisors, LLC

                
	
                  Its:  Investment
      Manager

                
	 
      	 
      
	
                  By:

                	
                  /s/ Scott R. Zemnick

                
	 
      	
                  Name:  Scott
      R. Zemnick

                
	 
      	
                  Title:  General
      Counsel

                


        

      

    

     

    For
purposes of Section 8, only:

     

    
      
        	
                /s/ James Sha

              	 
      
	
                James
      Sha

              	 
      


      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    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 3.1 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: