INVESTMENT MANAGEMENT TRUST AGREEMENT
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”).
WHEREAS,
the Company’s Registration Statement on Form S-1, No. 333-147284 (as amended
from time to time) (“Registration Statement”), for its initial public offering
of securities (“IPO”) has been declared effective as of the date hereof by the
Securities and Exchange Commission (“Effective Date”); and
WHEREAS,
EarlyBirdCapital, Inc. is acting as the representative (the “Representative”) of
the underwriters in the IPO; and
WHEREAS,
the Company has issued securities in a private placement that will occur
immediately prior to the IPO (the “Placement”); and
WHEREAS,
as described in the Company’s Registration Statement, and in accordance with the
Company’s Amended and Restated Certificate of Incorporation, $32,870,000 of the
proceeds of the IPO, net of all discounts and commissions including the Deferred
Compensation (as defined below) ($37,942,000 if the underwriters’ over-allotment
option is exercised in full) will be delivered to the Trustee to be deposited
and held in a trust account (the “Trust Account”) for the
benefit
of the Company and the holder’s of the Company’s Ordinary Shares, par value
$.0001 per share, issued in the IPO (the “IPO Shares”) as hereinafter provided,
and in the event the units issued in the IPO are registered in Colorado,
pursuant to Section 11-51-302(6) of the Colorado revised statutes (the “CRS”). A
copy of Section 11-51-302(6) of the CRS is attached hereto and made a part
hereof; and
WHEREAS,
pursuant to the Placement Warrant Purchase Agreement, dated as of
_______________, 2007, among the Company and certain purchasers, the entire
proceeds of the private placement of the warrants with the Company’s purchasers,
equal to $1,430,000, will be delivered to the Trustee to be deposited in the
Trust Account; and
WHEREAS,
pursuant to the Underwriting Agreement, an additional $1,260,000 (or $1,449,000
if the underwriters’ over-allotment option is exercised in full), (or the amount
specified in the notice delivered pursuant to Section 2(d) hereof), representing
a portion of the underwriters’ discount (the “Deferred Compensation”) which the
Representative, on behalf of the underwriters, has agreed to deposit into the
Trust Account; and
WHEREAS,
the amount to be delivered to the Trustee, including the proceeds of the IPO
and
the private placement and the Deferred Compensation, will be referred to herein
as the “Property,” the shareholders for whose benefit the Trustee shall hold the
Property will be referred to as the “Public Shareholders;” and the Public
Shareholders, the Representative and the Company will be referred to together
as
the “Beneficiaries;” and the Company and the Trustee desire to enter into this
Agreement to set forth the terms and conditions pursuant to which the Trustee
shall hold the Property; and
WHEREAS,
the Company and the Trustee desire to enter into this Agreement to set forth
the
terms and conditions pursuant to which the Trustee shall hold the
Property;
IT
IS
AGREED:
1. Agreements
and Covenants of Trustee.
The
Trustee hereby agrees and covenants to:
(a) Hold
the
Property in trust for the Beneficiaries in accordance with the terms of this
Agreement, including without limitation, the terms of Section 11-51-302(6)
of
the CRS, in a segregated trust account established by the Trustee at a branch
of
Credit Suisse Bank;
(b) Manage,
supervise and administer the Trust Account subject to the terms and conditions
set forth herein;
(c) In
a
timely manner, upon the instruction of the Company, to invest and reinvest
the
Property in any “Government Security.” As used herein, Government Security means
any Treasury Xxxx issued by the United States, having a maturity of 180 days
or
less or any open ended investment company registered under the Investment
Company Act of 1940 that holds itself out as a money market fund meeting the
conditions of paragraphs (c)(2), (c)(3) and (c)(4) under Rule 2a-7 promulgated
under the Investment Company Act of 1940;
(d) Collect
and receive, when due, all principal and income arising from the Property,
which
shall become part of the “Property,” as such term is used herein;
(e) Notify
the Company and the Representative of all communications received by it with
respect to any Property requiring action by the Company;
(f) Supply
any necessary information or documents as may be requested by the Company in
connection with the Company’s preparation of the tax returns for the Trust
Account;
(g) Participate
in any plan or proceeding for protecting or enforcing any right or interest
arising from the Property if, as and when instructed by the Company and/or
the
Representative to do so;
(h) Render
to
the Company and to the Representative, and to such other person as the Company
may instruct, monthly written statements of the activities of and amounts in
the
Trust Account reflecting all receipts and disbursements of the Trust Account;
and
(i) If
there
is any income tax obligation relating to the income of the Property in the
Trust
Account, then, only at the written instruction of the Company, in a form
substantially similar to that attached hereto as either Exhibit
A,
to make
available in cash or by check from the Property in the Trust Account an amount
specified by the Company as owing to the applicable taxing authority, which
amount shall be paid directly to the taxing authority (though a check made
out
to the applicable taxing authority may be provided to the Company for inclusion
with its tax returns) by electronic funds transfer, account debit or other
method of payment; provided,
however,
(i)
such distributions may only be made if and to the extent that interest has
been
earned on the amount initially deposited in the Trust Account sufficient to
pay
for such tax obligation and (ii) that if a taxing authority will not accept
payment in such manner, then any payment which would have been made directly
to
the taxing authority may be made to the Company, and the Company shall forward
such payment to the taxing authority; and
(j) Commence
liquidation of the Trust Account only after receipt of and only in accordance
with the terms of a letter (“Termination
Letter”),
in a
form substantially similar to that attached hereto as either Exhibit
B
or
Exhibit
C,
signed
on behalf of the Company by its (i) Chief Executive Officer and (ii) Chief
Financial Officer, and complete the liquidation of the Trust Account and
disburse the Property in the Trust Account (which disbursement shall include,
in
the event of a Business Combination (as hereafter defined), payment of the
Deferred Compensation to the Representative) only as directed in the Termination
Letter and the other documents referred to therein. The Trustee understands
and
agrees that, except as provided in this paragraph and paragraphs 1(i), 1(k)
and
6(a) hereof, disbursements from the Trust Account shall be made only pursuant
to
a duly executed Termination Letter, together with the other documents referenced
herein. For purposes of this Agreement, (i) a “Business Combination” shall mean
an acquisition by a stock exchange, asset acquisition or other similar business
combination, or controlling, through contractual arrangements, of one or more
Target Businesses (as hereinafter defined) having a fair market value of at
least 80% of the Company’s net assets at the time of such acquisition. For
purposes of this Agreement, the term “Target Business” shall mean an operating
business that has its principal operations in the Greater China region (as
described in the Registration Statement); and
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(k) Upon
one
or more written requests from the Company, which may be given not more than
once
in any calendar month period, the Trustee shall distribute to the Company
interest earned on the Trust Account, as specified by the Company in its written
request to the Trustee, net of taxes payable, up to a maximum of $1,050,000.
The
distributions requested by the Company may be for any amount, provided that
(i)
in the aggregate, all distributions under this Section 1(k) may not exceed
$1,050,000 and (ii) that such distributions may only be made if and to the
extent that interest has been earned on the amount initially deposited into
the
Trust Account in the amount requested by the Company; and
(l) Permit
or
effect no distribution from the Trust Account except in accordance with Sections
1(i), 1(j), 1(k) and 6(a).
2. Agreements
and Covenants of the Company.
The
Company hereby agrees and covenants to:
(a) Provide
all instructions to the Trustee hereunder in writing, signed by the Company’s
Chief Executive Officer or Chief Financial Officer. In addition, except with
respect to its duties under Section 1(i) above, the Trustee shall be entitled
to
rely on, and shall be protected in relying on, any verbal or telephonic advice
or instruction which it in good faith believes to be given by the Chief
Executive Officer of the Chief Financial Officer;
(b) Hold
the
Trustee harmless and indemnify the Trustee from and against any and all
expenses, including reasonable counsel fees and disbursements, or loss suffered
by the Trustee in connection with any action, suit or other proceeding brought
against the Trustee involving any claim, or in connection with any claim or
demand which in any way arises out of or relates to this Agreement, the services
of the Trustee hereunder, or the Property or any income earned from investment
of the Property, except for expenses and losses resulting from the Trustee’s
gross negligence or willful misconduct. Promptly after the receipt by the
Trustee of notice of demand or claim or the commencement of any action, suit
or
proceeding, pursuant to which the Trustee intends to seek indemnification under
this paragraph, it shall notify the Company in writing of such claim
(hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the
right to conduct and manage the defense against such Indemnified Claim,
provided, that the Trustee shall obtain the consent of the Company with respect
to the selection of counsel, which consent shall not be unreasonably withheld.
The Trustee may not agree to settle any Indemnified Claim without the prior
written consent of the Company. The Company may participate in such action
with
its own counsel;
(c) Pay
the
Trustee an initial acceptance fee of $_______ and an annual fee of $________
(it
being expressly understood that the Property shall not be used to pay such
fee).
The Company shall pay the Trustee the initial acceptance fee and first year’s
fee at the consummation of the IPO and shall thereafter pay the annual fee
on
the anniversary of the Effective Date. The Trustee shall refund to the Company
the fee (on a pro rata basis) with respect to any period after the liquidation
of the Trust Fund. The Company shall not be responsible for any other fees
or
charges of the Trustee except as may be provided in Section 2(b) hereof (it
being expressly understood that the Property shall not be used to make any
payments to the Trustee under such Section);
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(d) Within
five business days after the Representative’s over-allotment option (or any
unexercised portion thereof) expires or is exercised in full, provide the
Trustee notice in writing (with a copy to the Representative) of the total
amount of the Deferred Compensation, which shall in no event be less than
$1,260,000;
(e) Provide
to the Trustee any letter of intent, agreement in principle or definitive
agreement that is executed in connection with a Business Combination, together
with a certified copy of a unanimous resolution of the Board of Directors of
the
Company affirming that such letter of intent, agreement in principle or
definitive agreement is in effect; and
(f) In
connection with any vote of the Company’s shareholders regarding a Business
Combination, provide to the Trustee an affidavit or certificate of a firm
regularly engaged in the business of soliciting proxies and tabulating
shareholder votes verifying the vote of the Company’s shareholders and the
Company’s Public Shareholders regarding such Business Combination.
3. Limitations
of Liability.
The
Trustee shall have no responsibility or liability to:
(a) Take
any
action with respect to the Property, other than as directed in Section 1 hereof
and the Trustee shall have no liability to any party except for liability
arising out of its own gross negligence or willful misconduct;
(b) Institute
any proceeding for the collection of any principal and income arising from,
or
institute, appear in or defend any proceeding of any kind with respect to,
any
of the Property unless and until it shall have received written instructions
from the Company given as provided herein to do so and the Company shall have
advanced or guaranteed to it funds sufficient to pay any expenses incident
thereto;
(c) Change
the investment of any Property, other than in compliance with Section
1(c);
(d) Refund
any depreciation in principal of any Property;
(e) Assume
that the authority of any person designated by the Company or the Representative
to give instructions hereunder shall not be continuing unless provided otherwise
in such designation, or unless the Company or the Representative shall have
delivered a written revocation of such authority to the Trustee;
(f) The
other
parties hereto or to anyone else for any action taken or omitted by it, or
any
action suffered by it to be taken or omitted, in good faith and in the exercise
of its own best judgment, except for its gross negligence or willful misconduct.
The Trustee may rely conclusively and shall be protected in acting upon any
order, notice, demand, certificate, opinion or advice of counsel (including
counsel chosen by the Trustee), statement, instrument, report or other paper
or
document (not only as to its due execution and the validity and effectiveness
of
its provisions, but also as to the truth and acceptability of any information
therein contained) which is believed by the Trustee, in good faith, to be
genuine and to be signed or presented by the proper person or persons. The
Trustee shall not be bound by any notice or demand, or any waiver, modification,
termination or rescission of this Agreement or any of the terms hereof, unless
evidenced by a written instrument delivered to the Trustee signed by the proper
party or parties and, if the duties or rights of the Trustee are affected,
unless it shall give its prior written consent thereto;
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(g) Verify
the correctness of the information set forth in the Registration Statement
or to
confirm or assure that any acquisition made by the Company or any other action
taken by it is as contemplated by the Registration Statement, unless an officer
of the Trustee has actual knowledge thereof, or written notice of such event
is
sent to the Trustee or as otherwise required under Section 1(j) hereof;
and
(h) Pay
any
taxes on behalf of the Trust Account (it being expressly understood that, as
set
forth in Section 1(i), if there is any income tax obligation relating to the
income of the Property in the Trust Account, then, at the written instruction
of
the Company, the Trustee shall make available by check or in cash for transfer
by account debit or wire transfer directly to the taxing authorities designated
by the Company, the amount indicated by the Company as owing to each such taxing
authority).
4. Certain
Rights Of
Trustee.
(a) Before
the Trustee acts or refrains from acting, it may require an Officer’s
Certificate or opinion of counsel or both. The Trustee shall not be liable
for
any action it takes or omits to take in good faith in reliance on such Officer’s
Certificate or opinion of counsel. The Trustee may consult with counsel and
the
advice of such counsel or any opinion of counsel shall be full and complete
authorization and protection from liability in respect of any action taken,
suffered or omitted by it hereunder in good faith and in reliance thereon.
(b) The
Trustee may act through its attorneys and agents and shall not be responsible
for the misconduct or negligence of any agent appointed with due care.
(c) The
Trustee shall not be liable for any action it takes or omits to take in good
faith that it believes to be authorized or within the rights or powers conferred
upon it by this Agreement.
(d) The
Trustee shall not be responsible for and makes no representation as to the
validity or adequacy of this Agreement; it shall not be accountable for the
Company’s use of the proceeds from the Trust Account. Notwithstanding the
effective date of this Agreement or anything to the contrary contained in this
Agreement, the Trustee shall have no liability or responsibility for any act
or
event relating to this Agreement or the transactions related thereto which
occur
prior to the date of this Agreement, and shall have no contractual obligations
to the Beneficiaries until the date of this Agreement.
5. No
Right of Set-Off.
The
Trustee waives any right of set-off or any right, title, interest or claim
of
any kind that the Trustee may have against the Property held in the Trust
Account. In the event that the Trustee has a claim against the Company under
this Agreement, including, without limitation, under Section 2(b), the Trustee
will pursue such claim solely against the Company and not against the Property
held in the Trust Account.
6. Termination.
This
Agreement shall terminate as follows:
(a) If
the
Trustee gives written notice to the Company that it desires to resign under
this
Agreement, the Company shall use its reasonable efforts to locate a successor
trustee. At such time that the Company notifies the Trustee that a successor
trustee has been appointed by the Company and has agreed to become subject
to
the terms of this Agreement, the Trustee shall transfer the management of the
Trust Account to the successor trustee, including but not limited to the
transfer of copies of the reports and statements relating to the Trust Account,
whereupon this Agreement shall terminate; provided,
however,
that,
in the event that the Company does not locate a successor trustee within ninety
days of receipt of the resignation notice from the Trustee, the Trustee may
submit an application to have the Property deposited with the United States
District Court for the Southern District of New York and upon such deposit,
the
Trustee shall be immune from any liability whatsoever that arises due to any
actions or omissions to act by any party after such deposit; or
5
(b) At
such
time that the Trustee has completed the liquidation of the Trust Account in
accordance with the provisions of Section 1(j) hereof, and distributed the
Property in accordance with the provisions of the Termination Letter, this
Agreement shall terminate except with respect to Section 2(b).
7. Miscellaneous.
(a) The
Company and the Trustee each acknowledge that the Trustee will follow the
security procedures set forth below with respect to funds transferred from
the
Trust Account. Upon receipt of written instructions, the Trustee will confirm
such instructions with an Authorized Individual at an Authorized Telephone
Number listed on the attached Exhibit
D
or such
other individuals and telephone numbers as are authorized from time to time
pursuant to the notice provisions of this Agreement. The Company and the Trustee
will each restrict access to confidential information relating to such security
procedures to authorized persons. Each party must notify the other party
immediately if it has reason to believe unauthorized persons may have obtained
access to such information, or of any change in its authorized personnel. In
executing funds transfers, the Trustee will rely upon account numbers or other
identifying numbers of a Beneficiary, Beneficiary’s bank or intermediary bank,
rather than names. The Trustee shall not be liable for any loss, liability
or
expense resulting from any error in an account number or other identifying
number, provided it has accurately transmitted the numbers
provided.
(b) This
Agreement shall be governed by and construed and enforced in accordance with
the
laws of the State of New York, without giving effect to conflicts of law
principles that would result in the application of the substantive laws of
another jurisdiction. It may be executed in several counterparts, each one
of
which shall constitute an original, and together shall constitute but one
instrument.
(c) This
Agreement contains the entire agreement and understanding of the parties hereto
with respect to the subject matter hereof. This Agreement or any provision
hereof may only be changed, amended or modified by a writing signed by each
of
the parties hereto; provided,
however,
that no
such change, amendment or modification (other than to correct a typographical
or
similar technical error) may be made to Sections 1(i), 1(j), 1(k) and 1(l)
hereof without the consent of the holders of 90% of the IPO Shares, it being
the
specific intention of the parties hereto that each Public Shareholder is and
shall be a third-party beneficiary of this Section 7(c) with the same right
and
power to enforce this Section 7(c) as either of the parties hereto. For purposes
of this Section 7(c), the “consent of the holders of 90% of the IPO Shares”
shall mean receipt by the Trustee of a certificate from an entity certifying
that (i) such entity regularly engages in the business of serving as inspector
of elections for companies whose securities are publicly traded, and (ii) either
(a) the holders of record of 90% of the IPO Shares of record as of a record
date
established in accordance with the applicable provisions of the Companies Law
(2004 Revision) of the Cayman Islands (the “Companies Law”), have voted in favor
of such amendment or modification or (b) the holders of record of 90% of the
IPO
Shares of record as of a record date established in accordance with the
applicable provisions of the Companies Law have delivered to such entity a
signed writing approving such amendment or modification.
(d) As
to any
claim, cross-claim or counterclaim in any way relating to this Agreement, each
party waives the right to trial by jury.
6
(e) The
parties hereto consent to the jurisdiction and venue of any state or federal
court located in the City of New York, Borough of Manhattan, for purposes of
resolving any disputes hereunder.
(f) Any
notice, consent or request to be given in connection with any of the terms
or
provisions of this Agreement shall be in writing and shall be sent by express
mail or similar private courier service, by certified mail (return receipt
requested), by hand delivery or by facsimile transmission:
if
to the
Trustee, to:
American
Stock Transfer & Trust Company
00
Xxxxxx
Xxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attn: ________________
Fax
No.:
(___) __________
if
to the
Company, to:
Xxxxxx
Xxxxx Xxxxxxxxxxx Xxxx.
00X,
Xxxx#0000, Fortune Int’l Building
Xx.
00,
Xxxxx XxXxxXxx Xxxx
Xxx
Xxxx
Xxxxxxxx, Xxxxxxx 100081
People’s
Republic of China
Attn:
Xxxxx Xxxxx-Jee Sha, Chief Executive Officer (Principal Executive
Officer)
Fax
No.:
in
either
case with a copy to (which shall not constitute notice):
EarlyBirdCapital,
Inc.
000
Xxxxxxx Xxxxxx
00xx
Xxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attn: ________________________
Fax
No.:
________________
and
Xxxxxxxx
Xxxxxx
000
Xxxxxxxxx Xxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attn: Xxxxx
Xxxx Xxxxxx, Esq.
Fax
No.:
(000) 000-0000
and
Loeb
& Loeb LLP
000
Xxxx
Xxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attn: Xxxxxxxx
X. Xxxxxxxx, Esq.
Fax
No.:
(000) 000-0000
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(g) This
Agreement may not be assigned by the Trustee without the prior written consent
of the Company.
(h) Each
of
the Trustee and the Company hereby represents that it has the full right and
power and has been duly authorized to enter into this Agreement and to perform
its respective obligations as contemplated hereunder. The Trustee acknowledges
and agrees that it shall not make any claims or proceed against the Trust
Account, including by way of set-off, and shall not be entitled to any funds
in
the Trust Account under any circumstance.
[Signature
page follows]
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IN
WITNESS WHEREOF, the parties have duly executed this Investment Management
Trust
Agreement as of the date first written above.
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AMERICAN
STOCK TRANSFER & TRUST COMPANY, as Trustee
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By:
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Name:
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Title:
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By:
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Name:
Xxxxx Xxxxx-Jee Sha
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Title:
Chief Executive Officer
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EXHIBIT
A
[Letterhead
of Company]
[Insert
date]
American
Stock Transfer
&
Trust Company
00
Xxxxxx
Xxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attn:
Re: Trust
Account No.
[
]
Gentlemen:
Pursuant
to paragraph 1(i) of
the
Investment Management Trust Agreement between Spring Creek Acquisition Corp.
(“Company”) and American Stock Transfer & Trust Company (“Trustee”), dated
as of ____________, 2008 (“Trust Agreement”), the
Company hereby requests that you deliver to the Company $_______ of the income
earned on the Property as of the date hereof. The Company needs such funds
to
pay for the tax obligations as set forth on the attached tax return or tax
statement. In accordance with the terms of the Trust Agreement, you are hereby
directed and authorized to transfer (via wire transfer) such funds promptly
upon
your receipt of this letter to the Company’s operating account at:
[WIRE
INSTRUCTION INFORMATION]
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Very
truly yours,
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By:
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Name:
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Title:
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EXHIBIT
B
[Letterhead
of Company]
[Insert
date]
American
Stock Transfer
&
Trust Company
00
Xxxxxx
Xxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attn:
Re: Trust
Account No.
[
] Termination Letter
Gentlemen:
Pursuant
to Section 1(j) of the Investment Management Trust Agreement between Spring
Creek Acquisition Corp. (“Company”) and American Stock Transfer & Trust
Company (“Trustee”), dated as of ____________, 2008 (“Trust Agreement”), this is
to advise you that the Company has entered into an agreement (“Business
Agreement”) with __________________ (“Target Business”) to consummate a business
combination with Target Business (“Business Combination”) on or about [insert
date]. The Company shall notify you at least 48 hours in advance of the actual
date of the consummation of the Business Combination (“Consummation Date”) and
shall provide you with a certificate or affidavit in accordance with Section
2(f) of the Trust Agreement. Capitalized terms used herein and not otherwise
defined shall have the meanings ascribed to them in the Trust
Agreement.
In
accordance with the terms of the Trust Agreement, we hereby authorize you to
commence liquidation of the Trust Account to the effect that, on the
Consummation Date, all of funds held in the Trust Account will be immediately
available for transfer to the account or accounts that the Company shall direct
on the Consummation Date.
On
the
Consummation Date (i) counsel for the Company shall deliver to you written
notification that (a) the Business Combination has been consummated and (b)
the
provisions of Section 11-51-302(6) and Rule 51-3.4 of the CRS have been met,
and
(ii) the Company and EarlyBirdCapital, Inc., as representative of the
underwriters of the Company’s IPO (the “Representative”) shall deliver to you
joint written instructions with respect to the transfer of the funds held in
the
Trust Account, including the Deferred Compensation (“Instructions”). You are
hereby directed and authorized to transfer the funds, including the Deferred
Compensation, held in the Trust Account immediately upon your receipt of the
counsel’s letter, the Officer’s Certificate and the Instructions, in accordance
with the terms of the Instructions. Notwithstanding the foregoing, upon
verification of receipt by you of the Instruction Letter, we hereby agree and
acknowledge that the Property in the Trust Account shall be distributed as
follows: (1) first, to the Representative by wire transfer (or as otherwise
directed by the Representative) in immediately available funds, the aggregate
amount of $__________ plus any interest accrued thereon; and (2) thereafter,
to
any other Beneficiary in accordance with the terms of the Instructions. In
the
event that certain deposits held in the Trust Account may not be liquidated
by
the Consummation Date without penalty, you will notify the Company of the same
and the Company, if the amount set forth in clause (1) shall not have been
paid
in full, the Company and the Representative shall issue joint written
instructions directing you as to whether such funds should remain in the Trust
Account and be distributed after the Consummation Date to the Company. Upon
the
distribution of all funds in the Trust Account pursuant to the terms hereof,
the
Trust Agreement shall be terminated.
In
the
event that the Business Combination is not consummated on the Consummation
Date
described in the notice thereof and we have not notified you on or before the
original Consummation Date of a new Consummation Date, then the funds held
in
the Trust Account shall be reinvested as provided in the Trust Agreement on
the
business day immediately following the Consummation Date as set forth in the
notice.
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Very
truly yours,
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By:
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Name:
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Title: Chief
Executive Officer
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By:
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Name:
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Title:
Chief Financial Officer
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EXHIBIT
C
[Letterhead
of Company]
[Insert
date]
American
Stock Transfer & Trust Company
00
Xxxxxx
Xxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attn:
Re: Trust
Account No.
[
] Termination Letter
Gentlemen:
Pursuant
to Section 1(j) of the Investment Management Trust Agreement between Spring
Creek Acquisition Corp. (“Company”) and American Stock Transfer & Trust
Company (“Trustee”), dated as of ____________, 2008 (“Trust Agreement”), this is
to advise you that the Board of Directors of the Company has voted to dissolve
the Company and liquidate the Trust Account (as defined in the Trust Agreement).
Attached hereto is a copy of the minutes of the meeting of the Board of
Directors of the Company relating thereto, certified by an executive officer
of
the Company as true and correct and in full force and effect.
In
accordance with the terms of the Trust Agreement, we hereby (a) certify to
you
that, if applicable, the provisions of Section 11-51-302(6) and Rule 51-3.4
of
the Colorado Statute have been met and (b) authorize you to commence liquidation
of the Trust Account as
part
of the Company’s plan of dissolution and distribution. In connection with this
liquidation, you are hereby authorized to establish a record date for the
purposes of determining the shareholders of record entitled to receive their
per
share portion of the Trust Account. The record date shall be within ten (10)
days of the liquidation date, or as soon as thereafter as is practicable.
You
will
notify the Company and ______________ (“Designated Paying Agent”) in writing as
to when all of the funds in the Trust Account will be available for immediate
transfer (“Transfer Date”). The Designated Paying Agent shall thereafter notify
you as to the account or accounts of the Designated Paying Agent that the funds
in the Trust Account should be transferred to on the Transfer Date so that
the
Designated Paying Agent may commence distribution of such funds in accordance
with the terms of the Trust Agreement and the Company’s Amended and Restated
Certificate of Incorporation. Upon the payment of all the funds in the Trust
Account, the Trust Agreement shall be terminated and the Trust Account
closed.
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By:
|
|
|
Name:
|
|
|
Title:
Chief Executive Officer
|
|
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By:
|
|
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Name:
|
|
|
Title:
Chief Financial Officer
|
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EXHIBIT
D
|
AUTHORIZED
INDIVIDUAL(S)
FOR
TELEPHONE CALL BACK
|
AUTHORIZED
TELEPHONE
NUMBER(S)
|
|
|
Company:
|
||
|
00X, Xxxx #0000, Xxxxxxx Int’l Building
Xx.
00, Xxxxx XxXxxXxx Xxxx
Xxx
Xxxx Xxxxxxxx, Xxxxxxx 00000
People’s
Republic of China
Attn:
Xxxxx Xxxxx-Jee Sha
Chief
Executive Officer
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x00-000000-0000
|
|
|
Trustee:
|
||
|
American Stock Transfer & Trust Company
00
Xxxxxx Xxxx
Xxx
Xxxx, Xxx Xxxx 00000
Attn:
|
(212)
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