REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 30th, 2008 • Spring Creek Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the ____ day of ___________, 2008, by and among, Spring Creek Acquisition Corp., a company organized under the laws of the Cayman Islands (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
UNDERWRITING AGREEMENT between SPRING CREEK ACQUISITION CORPORATION and EARLYBIRDCAPITAL, INC. Dated: ___________, 2008Underwriting Agreement • January 30th, 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:
THE REGISTERED HOLDER OF THIS PURCHASE OPTION BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE OPTION AGREES THAT IT WILL NOT SELL,...Spring Creek Acquisition Corp. • January 30th, 2008 • Blank checks • New York
THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO SIX MONTHS AFTER THE CONSUMMATION BY SPRING CREEK ACQUISITION CORP. (“COMPANY”) OF A MERGER, CAPITAL STOCK EXCHANGE, ASSET ACQUISITION OR OTHER SIMILAR BUSINESS COMBINATION (“BUSINESS COMBINATION”)(AS DESCRIBED MORE FULLY IN THE COMPANY’S REGISTRATION STATEMENT (DEFINED HEREIN)). VOID AFTER 5:00 P.M. NEW YORK CITY LOCAL TIME, _________, 2013.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 30th, 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”).
EARLYBIRDCAPITAL, INC. NEW YORK, NEW YORK 10016 SELECTED DEALERS AGREEMENTDealers Agreement • January 30th, 2008 • Spring Creek Acquisition Corp. • Blank checks • New York
PLACEMENT WARRANT PURCHASE AGREEMENTPlacement Warrant Purchase Agreement • January 30th, 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 • January 30th, 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. • January 30th, 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 $5.50 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
WARRANT AGREEMENTWarrant Agreement • January 30th, 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”).
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. • January 30th, 2008 • 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.
