UNDERWRITING AGREEMENT between SPRING CREEK ACQUISITION CORPORATION and EARLYBIRDCAPITAL, INC. Dated: ___________, 2008Underwriting Agreement • December 14th, 2007 • Spring Creek Acquisition Corp. • Blank checks • New York
The undersigned, Spring Creek Acquisition Corp, a Cayman Islands corporation (“Company”), hereby confirms its agreement with EarlyBirdCapital, Inc. (being referred to herein variously as “you,” “EBC” or the “Representative”) and with the other underwriters named on Schedule I hereto for which EBC is acting as Representative (the Representative and the other Underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
Spring Creek Acquisition Corp. 10F, Room#1005, Fortune Int’l Building No.17, North DaLiuShu Road Hai Dian District, Beijing 100081 People’s Republic of ChinaSpring Creek Acquisition Corp. • December 14th, 2007 • Blank checks
This letter will confirm our agreement that commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) relating to the initial public offering of the securities of Spring Creek Acquisition Corp. (the “Company”) and continuing until the consummation by the Company of a business combination or the distribution of the trust account to the Company’s then public shareholders (as described in the Registration Statement), Live ABC Interactive Co., Ltd. Beijing (the “Firm”) shall make available to the Company certain general and administrative services, including the use of office space, utilities and secretarial support, as may be required by the Company from time to time, at [10F, Room#1005, Fortune Int’l Building, No.17, North DaLiuShu Road, Hai Dian District, Beijing 100081, People’s Republic of China] (or any successor location). In exchange therefor, the Company shall pay the Firm at the rate of $7,500 per month.
WARRANT AGREEMENTWarrant Agreement • December 14th, 2007 • Spring Creek Acquisition Corp. • Blank checks • New York
This Warrant Agreement (this “Warrant Agreement”) dated as of ___________, 2008, by and between Spring Creek Acquisition Corp. a Cayman Islands company with offices at 10F, Room#1005, Fortune Int’l Building, No.17, North DaLiuShu Road, Hai Dian District, Beijing 100081, People’s Republic of China (“Company”), and American Stock Transfer & Trust Company, with offices at 59 Maiden Lane, New York, New York 10038, as warrant agent ( the “Warrant Agent”).
