SPRING CREEK ACQUISITION CORP.
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NUMBER
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(SEE
REVERSE SIDE FOR LEGEND)
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WARRANTS
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___________________-
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THIS
WARRANT WILL BE VOID IF NOT EXERCISED PRIOR
TO
5:00 P.M. NEW YORK CITY TIME, __________, 2013
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CUSIP
__________
WARRANT
THIS
CERTIFIES THAT, for value received
is
the
registered holder of a Warrant or Warrants expiring ___________, 2013 (the
“Warrant”) to purchase one fully paid and non-assessable Ordinary Share, par
value $.001 per share (“Shares”), of Spring Creek Acquisition Corp., a Cayman
Islands corporation (the “Company”), for each Warrant evidenced by this Warrant
Certificate. The Warrant entitles the holder thereof to purchase from the
Company, at any time commencing six months after the Company’s completion of a
business combination such number of Shares of the Company at the price of $5.50
per share, upon surrender of this Warrant Certificate and payment of the Warrant
Price at the office or agency of the Warrant Agent, American Stock Transfer
& Trust Company, but only subject to the conditions set forth herein and in
the Warrant Agreement between the Company and American Stock Transfer &
Trust Company. The Company shall not be obligated to deliver any securities
pursuant to the exercise of a Warrant and shall have no obligation to settle
a
Warrant exercise unless a registration statement under the Securities Act of
1933, as amended, (the “Act”) with respect to the Ordinary Shares is effective,
subject to the Company satisfying is obligations under Section [·]
of the Warrant Agreement to use its best efforts. In the event that a
registration statement with respect to the Ordinary Shares underlying a Warrant
is not effective under the Act, the holder of such Warrant shall not be entitled
to exercise such Warrant and such Warrant may have no value and expire
worthless. In no event will the company be required to net cash settle the
warrant exercise. The Warrant Agreement provides that upon the occurrence of
certain events the Warrant Price and the number of Warrant Shares purchasable
hereunder, set forth on the face hereof, may, subject to certain conditions,
be
adjusted. The term Warrant Price as used in this Warrant Certificate refers
to
the price per Share at which Shares may be purchased at the time the Warrant
is
exercised.
No
fraction of a Share will be issued upon any exercise of a Warrant. If the holder
of a Warrant would be entitled to receive a fraction of a Share upon any
exercise of a Warrant, the Company shall, upon such exercise, round up to the
nearest whole number the number of Shares to be issued to such
holder.
Upon
any
exercise of the Warrant for less than the total number of full shares provided
for herein, there shall be issued to the registered holder hereof or the
registered holder’s assignee a new Warrant Certificate covering the number of
Shares for which the Warrant has not been exercised.
Warrant
Certificates, when surrendered at the office or agency of the Warrant Agent
by
the registered holder hereof in person or by attorney duly authorized in
writing, may be exchanged in the manner and subject to the limitations provided
in the Warrant Agreement, but without payment of any service charge, for another
Warrant Certificate or Warrant Certificates of like tenor and evidencing in
the
aggregate a like number of Warrants.
Upon
due
presentment for registration of transfer of the Warrant Certificate at the
office or agency of the Warrant Agent, a new Warrant Certificate or Warrant
Certificates of like tenor and evidencing in the aggregate a like number of
Warrants shall be issued to the transferee in exchange for this Warrant
Certificate, subject to the limitations provided in the Warrant Agreement,
without charge except for any applicable tax or other government
charge.
The
Company and the Warrant Agent may deem and treat the registered holder as the
absolute owner of this Warrant Certificate (notwithstanding any notation of
ownership or other writing hereon made by anyone), for the purpose of any
exercise hereof, of any distribution to the registered holder, and for all
other
purposes, and neither the Company nor the Warrant Agent shall be affected by
any
notice to the contrary.
This
Warrant does not entitle the registered holder to any of the rights of a
stockholder of the Company.
The
Company reserves the right to call the Warrant at any time, with the prior
consent of EarlyBirdCapital, Inc., prior to its exercise with a notice of call
in writing to the holders of record of the Warrant, giving 30 days’ notice of
such call at any time after the Warrant becomes exercisable if the last sale
price of the Shares has been at least $11.50 per share on each of 20 trading
days within any 30 trading day period ending on the third business day prior
to
the date on which notice of such call is given. The call price of the Warrants
is to be $.01 per Warrant. Any Warrant either not exercised or tendered back
to
the Company by the end of the date specified in the notice of call shall be
canceled on the books of the Company and have no further value except for the
$.01 call price.
[CORORATE
SEAL]
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Secretary
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Chairman
of the Board
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SUBSCRIPTION
FORM
To
Be
Executed by the Registered Holder in Order to Exercise Warrants
The
undersigned Registered Holder irrevocably elects to exercise __________ Warrants
represented by this Warrant Certificate, and to purchase the Ordinary Shares
issuable upon the exercise of such Warrants, and requests that Certificates
for
such shares shall be issued in the name of
________________________________________________________________________________________________
(PLEASE
TYPE OR PRINT NAME AND ADDRESS)
________________________________________________________________________________________________
________________________________________________________________________________________________
________________________________________________________________________________________________
(SOCIAL
SECURITY OR TAX IDENTIFICATION NUMBER
And
be
delivered to
________________________________________________________________________________
(PLEASE
PRINT OR TYPE NAME AND ADDRESS)
________________________________________________________________________________________________
and
if
such number of Warrants shall not be all the Warrants evidenced by this Warrant
Certificate, that a new Warrant Certificate for the balance of such Warrants
be
registered in the name of, and delivered to, the Registered Holder at the
address stated below:
Dated:_______________ _______________________________________
(SIGNATURE)
_______________________________________
(ADDRESS)
_______________________________________
_______________________________________
(TAX
IDENTIFICATION NUMBER)
ASSIGNMENT
To
Be
Executed by the Registered Holder in Order to Assign Warrants
For
Value
Received, ____________________ hereby sell, assign, and transfer
unto
________________________________________________________________________________________________
(PLEASE
TYPE OR PRINT NAME AND ADDRESS)
________________________________________________________________________________________________
________________________________________________________________________________________________
________________________________________________________________________________________________
(SOCIAL
SECURITY OR TAX IDENTIFICATION NUMBER
________________________________________________________________________________________________
(PLEASE
PRINT OR TYPE NAME AND ADDRESS)
____________________
of the Warrants represented by this Warrant Certificate, and hereby irrevocably
constitute and appoint _______________________ Attorney to transfer this Warrant
Certificate on the books of the Company, with full power of substitution in
the
premises.
Dated:
_____________________ _______________________________
(SIGNATURE)
THE
SIGNATURE TO THE ASSIGNMENT OF THE SUBSCRIPTION FORM MUST CORRESPOND TO THE
NAME
WRITTEN UPON THE FACE OF THIS WARRANT CERTIFICATE IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BE GUARANTEED
BY A
COMMERCIAL BANK OR TRUST COMPANY OR A MEMBER FIRM OF THE AMERICAN STOCK
EXCHANGE, NEW YROK STOCK EXCHANGE, PACIFIC STOCK EXCHANGE OR CHICAGO STOCK
EXCHANGE