0001144204-09-041695 Sample Contracts

VOTING AGREEMENT
Voting Agreement • August 10th, 2009 • AutoChina International LTD • Retail-auto dealers & gasoline stations

This Voting Attorney Agreement ( hereinafter “Agreement”) is made on the 26th day of November, 2008, at Shijiazhuang, the People’s Republic of China (the “PRC”) by and among the following parties:

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BUSINESS OPERATION AGREEMENT
Business Operation Agreement • August 10th, 2009 • AutoChina International LTD • Retail-auto dealers & gasoline stations

This Agreement is made on the 26th day of November, 2008, at Shijiazhuang, People’s Republic of China (the “PRC”) by and among the following parties:

PUT AND CALL AGREEMENT
Put and Call Agreement • August 10th, 2009 • AutoChina International LTD • Retail-auto dealers & gasoline stations • New York

THIS PUT AND CALL AGREEMENT dated as of April 7, 2009 (this “Agreement”) and entered into by and between Spring Creek Acquisition Corp., a Cayman Islands company (“Spring Creek” or the “Company”), AutoChina Group, Inc. (“AutoChina”), and the signatory on the execution page hereof (the “Seller”).

EQUITY PLEDGE AGREEMENT
Equity Pledge Agreement • August 10th, 2009 • AutoChina International LTD • Retail-auto dealers & gasoline stations

This equity pledge agreement (this “Agreement”) is made on the 26th day of November, 2008, at Shijiazhuang, the People’s Republic of China (the “PRC”) by and among the following parties:

SERVICES AGREEMENT
Services Agreement • August 10th, 2009 • AutoChina International LTD • Retail-auto dealers & gasoline stations

This Agreement is made on the 26th day of November, 2008, at Shijiazhuang, the People’s Republic of China (the “PRC”) by and among the following parties:

SERVICES AGREEMENT
Services Agreement • August 10th, 2009 • AutoChina International LTD • Retail-auto dealers & gasoline stations

This Agreement is made on the 26th day of November, 2008, at Shijiazhuang, the People’s Republic of China (the “PRC”) by and among the following parties:

BUSINESS OPERATION AGREEMENT
Business Operation Agreement • August 10th, 2009 • AutoChina International LTD • Retail-auto dealers & gasoline stations

This Agreement is made on the 26th day of November, 2008,at Shijiazhuang, People’s Republic of China (the “PRC”) by and among the following parties:

OPTION AGREEMENT
Option Agreement • August 10th, 2009 • AutoChina International LTD • Retail-auto dealers & gasoline stations

This Option Agreement (hereinafter “Agreement”) is made on the 26th day of November, 2008, at Shijiazhuang, the People’s Republic of China (the “PRC”) by and among the following parties:

PUT AND CALL AGREEMENT
Put and Call Agreement • August 10th, 2009 • AutoChina International LTD • Retail-auto dealers & gasoline stations • New York

THIS PUT AND CALL AGREEMENT dated as of April 8, 2009 (this “Agreement”) and entered into by and between Spring Creek Acquisition Corp., a Cayman Islands company (“Spring Creek” or the “Company”), AutoChina Group, Inc. (“AutoChina”), and the signatories on the execution page hereof (collectively, the “Seller”).

EQUITY PLEDGE AGREEMENT
Equity Pledge Agreement • August 10th, 2009 • AutoChina International LTD • Retail-auto dealers & gasoline stations

This equity pledge agreement (this “Agreement”) is made on the 26th day of November, 2008, at Shijiazhuang, the People’s Republic of China (the “PRC”) by and among the following parties:

BUSINESS OPERATION AGREEMENT
Business Operation Agreement • August 10th, 2009 • AutoChina International LTD • Retail-auto dealers & gasoline stations

This Agreement is made on the 26th day of November, 2008, at Shijiazhuang, People’s Republic of China (the “PRC”) by and among the following parties:

SERVICES AGREEMENT
Services Agreement • August 10th, 2009 • AutoChina International LTD • Retail-auto dealers & gasoline stations

This Agreement is made on the 26th day of November, 2008, at Shijiazhuang, the People’s Republic of China (the “PRC”) by and among the following parties:

EQUITY PLEDGE AGREEMENT
Equity Pledge Agreement • August 10th, 2009 • AutoChina International LTD • Retail-auto dealers & gasoline stations

This equity pledge agreement (this “Agreement”) is made on the 26th day of November, 2008, at Shijiazhuang, the People’s Republic of China (the “PRC”) by and among the following parties:

SERVICES AGREEMENT
Services Agreement • August 10th, 2009 • AutoChina International LTD • Retail-auto dealers & gasoline stations

This Agreement is made on the 26th day of November, 2008, at Shijiazhuang, the People’s Republic of China (the “PRC”) by and among the following parties:

OPTION AGREEMENT
Option Agreement • August 10th, 2009 • AutoChina International LTD • Retail-auto dealers & gasoline stations

This Option Agreement (hereinafter “Agreement”) is made on the the 26th day of November, 2008, at Shijiazhuang, the People’s Republic of China (the “PRC”) by and among the following parties:

ESCROW AGREEMENT
Escrow Agreement • August 10th, 2009 • AutoChina International LTD • Retail-auto dealers & gasoline stations • New York

THIS ESCROW AGREEMENT (this “Agreement”) is made as of April 8, 2009, by and among Spring Creek Acquisition Corp. (the “Company”), the parties signatory hereto (collectively, the “Seller”), AutoChina Group, Inc. (“AutoChina”) and Loeb & Loeb LLP, a California limited liability partnership, as escrow agent (the “Escrow Agent”). Capitalized terms used but not defined herein shall have the meanings set forth in the Option Agreement (as defined below).

OPTION AGREEMENT
Option Agreement • August 10th, 2009 • AutoChina International LTD • Retail-auto dealers & gasoline stations

This Option Agreement (hereinafter “Agreement”) is made on the 26th day of November, 2008, at Shijiazhuang, the People’s Republic of China (the “PRC”) by and among the following parties:

EQUITY PLEDGE AGREEMENT
Equity Pledge Agreement • August 10th, 2009 • AutoChina International LTD • Retail-auto dealers & gasoline stations

This equity pledge agreement (this “Agreement”) is made on the 26th day of November, 2008, at Shijiazhuang, the People’s Republic of China (the “PRC”) by and among the following parties:

OPTION AGREEMENT
Option Agreement • August 10th, 2009 • AutoChina International LTD • Retail-auto dealers & gasoline stations

This Option Agreement (hereinafter “Agreement”) is made on the 26th day of November, 2008,at Shijiazhuang, the People’s Republic of China (the “PRC”) by and among the following parties:

ESCROW AGREEMENT
Escrow Agreement • August 10th, 2009 • AutoChina International LTD • Retail-auto dealers & gasoline stations • New York

THIS ESCROW AGREEMENT (this “Agreement”) is made as of April 7, 2009, by and among Spring Creek Acquisition Corp. (the “Company”), Hammerman Capital Partners, LP and HCP Opportunity Fund, LP (together, “Seller A”), Alder Offshore Master Fund, L.P. (“Seller B”) and Alder Capital Partners I, L.P. (“Seller C,” and together with Seller A and Seller B, the “Sellers”), AutoChina Group, Inc. (“AutoChina”), Honest Best Int’l Ltd, the sole shareholder of AutoChina (“Shareholder”) and Loeb & Loeb LLP, a California limited liability partnership, as escrow agent (the “Escrow Agent”). Capitalized terms used but not defined herein shall have the meanings set forth in the Option Agreements (as defined below).

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