PUT AND CALL AGREEMENT
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”).
WHEREAS, the Company was organized for the purpose of acquiring, through a stock exchange, asset
acquisition or other similar business combination, or controlling, through contractual arrangements, an operating
business, that has its principal operations in the Greater China region, which includes Hong Kong, Macau and
WHEREAS, Spring Creek has agreed to acquire (the “Acquisition”) AutoChina pursuant to certain
WHEREAS, the approval of the Acquisition is contingent upon, among other things, the affirmative vote
of holders of a majority of the outstanding ordinary shares of Spring Creek voting at the meeting to approve the
WHEREAS, pursuant to certain provisions in Spring Creek’s amended and restated memorandum and
articles of association, a holder of ordinary shares of Spring Creek issued in the IPO may, if such holder votes
against the Acquisition, demand that Spring Creek convert such ordinary shares into cash (“Conversion Rights”).
WHEREAS, the Acquisition is subject to the exercise of Conversion Rights by holders of less than 40%
of the Spring Creek ordinary shares issued in the IPO.
WHEREAS, simultaneously with the entering into of this Agreement, Seller is purchasing an aggregate of
548,800 ordinary shares (the “Shares”) of Spring Creek at a purchase price of approximately $7.865 per Share.
WHEREAS, Seller is interested in acquiring the right to require the Company to purchase the Shares,
and the Company is interested in acquiring the right to require the Seller to sell the Shares, in each case during the
time periods and upon the terms and conditions described herein.