UNDERWRITING AGREEMENT between SPRING CREEK ACQUISITION CORPORATION and EARLYBIRDCAPITAL, INC. Dated: ___________, 2008Underwriting Agreement • February 4th, 2008 • 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:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 4th, 2008 • Spring Creek Acquisition Corp. • Blank checks • New York
This Agreement is made as of __________, 2008 by and between Spring Creek Acquisition Corp. (the “Company”) and American Stock Transfer & Trust Company, as trustee (the “Trustee”).
PLACEMENT WARRANT PURCHASE AGREEMENTPlacement Warrant Purchase Agreement • February 4th, 2008 • Spring Creek Acquisition Corp. • Blank checks • New York
PLACEMENT WARRANT PURCHASE AGREEMENT (this “Agreement”) made as of this ___ day of _____, 2008 among Spring Creek Acquisition Corp, a Cayman Islands corporation (the “Company”) and the undersigned (the “Purchasers”).
SHARE ESCROW AGREEMENTShare Escrow Agreement • February 4th, 2008 • Spring Creek Acquisition Corp. • Blank checks • New York
SHARE ESCROW AGREEMENT, dated as of _____________, 2008 (“Agreement”) by and among Spring Creek Acquisition Corp., a Cayman Islands corporation (“Company”), the undersigned parties listed as Initial Shareholders on the signature page hereto (collectively, the “Initial Shareholders”) and American Stock Transfer & Trust Company as escrow agent ( the “Escrow Agent”).
SPRING CREEK ACQUISITION CORP.Spring Creek Acquisition Corp. • February 4th, 2008 • Blank checks
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 $5.00 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
WARRANT AGREEMENTWarrant Agreement • February 4th, 2008 • 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”).
