Unassociated Document


     

    
      	
              NUMBER

              U-__________

            	 	
              UNITS

            
	 	 	 
	
              SEE
                REVERSE FOR 

              CERTAIN
                DEFINITIONS

            	
              POLARIS
                ACQUISITION CORP.

            	 
	 	 	 
	 	 	
              CUSIP
                73104R
                201

            


    

     

    


    UNITS
      CONSISTING OF ONE SHARE OF COMMON STOCK AND ONE WARRANT TO PURCHASE ONE SHARE
      OF
      COMMON STOCK

     

    THIS
      CERTIFIES THAT
      _________________________________________________________

    is
      the
      owner of ____________________________________________________________
      Units.

    


    Each
      Unit
      (“Unit”) consists of one (1) share of common stock, par value $.0001 per share
      (“Common Stock”), of Polaris Acquisition Corp., a Delaware corporation (the
“Company”), and one warrant (the “Warrant”). The Warrant entitles the holder to
      purchase one (1) share of Common Stock for $7.50 per share (subject to
      adjustment). The Warrant will become exercisable on the later of (i) the
      Company’s completion of a merger, capital stock exchange, asset acquisition or
      other similar business combination and (ii) ________, 2008, and will expire
      unless exercised before 5:00 p.m., New York City Time, on ____________, 2011,
      or
      earlier upon redemption (the “Expiration Date”). The Common Stock and Warrant
      comprising the Units represented by this certificate are not transferable
      separately prior to __________, 2007, subject to earlier separation in the
      discretion of Lazard Capital Markets LLC. The terms of the Warrant are governed
      by a Warrant Agreement, dated as of _______, 2007, between the Company and
      Continental Stock Transfer & Trust Company, as Warrant Agent, and are
      subject to the terms and provisions contained therein, all of which terms and
      provisions the holder of this certificate consents to by acceptance hereof.
      Copies of the Warrant Agreement are on file at the office of the Warrant Agent
      at 17 Battery Place, New York, New York 10004, and are available to any Warrant
      holder on written request and without cost. 

    This
      certificate is not valid unless countersigned by the Transfer Agent and
      Registrar of the Company.

    Witness
      the facsimile seal of the Company and the facsimile signatures of its duly
      authorized officers.

     

    
      	 	
              

            	 


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Polaris
      Acquisition Corp.

     

    The
      Company will furnish without charge to each stockholder who so requests, a
      statement of the powers, designations, preferences and relative, participating,
      optional or other special rights of each class of stock or series thereof of
      the
      Company and the qualifications, limitations, or restrictions of such preferences
      and/or rights. 

     

    The
      following abbreviations, when used in the inscription on the face of this
      certificate, shall be construed as though they were written out in full
      according to applicable laws or regulations:

     

    
      
        	
                TEN
                  COM -

                
                  TEN
                    ENT -

                  
                    JT
                      TEN -

                  

                

              	
                as
                  tenants in common

                
                  as
                    tenants by the entireties

                  
                    as
                      joint tenants with right of survivorship

                    
                      and
                        not as tenants in common

                    

                  

                

              	
                UNIF
                  GIFT MIN ACT

              	
                -
                  _____ Custodian ______

                (Cust)                 
                  (Minor)

                
                  under
                    Uniform Gifts to Minors

                  
                    Act
                      ______________

                    
                      (State)

                    

                  

                

              


      

    

     

    Additional
      Abbreviations may also be used though not in the above list.

     

    For
      value received, ___________________________ hereby sell, assign and transfer
      unto

    


    PLEASE
      INSERT SOCIAL SECURITY OR OTHER

    IDENTIFYING
      NUMBER OF ASSIGNEE

    
       

    

    
      	 


    

     

    
      	
               

            
	
              (PLEASE
                PRINT OR TYPEWRITE NAME AND ADDRESS,
                INCLUDING ZIP CODE, OF ASSIGNEE)

            
	 
	 
	 
	 
	
              
              

              Units

            
	 
	represented by the within Certificate,
              and do hereby irrevocably constitute and appoint
	 
	
              Attorney

            
	
              to
                transfer the said Units on the books of the within named Company
                will full
                power of substitution in the
                premises.

            


    

     

    
      
        	Dated	 	 	 	 
	 	 	 	 	     
	 	 	 	
                Notice:

              	
                The
                  signature to this assignment must correspond with the name as written
                  upon
                  the face of the certificate in every particular, without alteration
                  or
                  enlargement or any change
                  whatever.

              


      

    

     

    Signature(s)
      Guaranteed:

    


    
      
        

      

    

    THE
      SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS,
      STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP
      IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT
      TO S.E.C. RULE 17Ad-15).