Exhibit
      4.4

    
 

    WARRANT
      AGREEMENT

    


     

    Agreement
      made as of __________, 2007 between Polaris Acquisition Corp., a Delaware
      corporation, with offices at 2200
      Fletcher Avenue, 4th Floor, Fort Lee, New Jersey 07024
      (“Company”), and Continental Stock Transfer & Trust Company, a New York
      corporation, with offices at 17 Battery Place, New York, New York 10004
      (“Warrant Agent”).

     

    WHEREAS,
      the Company has received a binding commitment from its initial stockholders
      (collectively, the “Insiders”) to purchase an aggregate of 5,250,000 warrants
      (“Insider Warrants”); and

     

    WHEREAS,
      the Company is engaged in a public offering (“Public Offering”) of Units and, in
      connection therewith, has determined to issue and deliver up to 20,700,000
      Warrants (“Public Warrants;” the Insider Warrants and the Public Warrants are
      collectively referred to herein as the “Warrants”) to the public investors, each
      of such Warrants evidencing the right of the holder thereof to purchase one
      share of the Company’s common stock, par value $.0001 per share (“Common
      Stock”), for $7.50, subject to adjustment as described herein; and

     

    WHEREAS,
      the Company has filed with the Securities and Exchange Commission a Registration
      Statement on Form S-1, No. 333-145759 (“Reg-istration Statement”), for the
      registration, under the Securities Act of 1933, as amended (“Act”) of, among
      other securities, the Public Warrants and the Common Stock issuable upon
      exercise of the Public Warrants; and

     

    WHEREAS,
      the Company desires the Warrant Agent to act on behalf of the Company, and
      the
      Warrant Agent is willing to so act, in connection with the issuance,
      regis-tration, transfer, exchange, redemption and exercise of the Warrants;
      and

     

    WHEREAS,
      the Company desires to provide for the form and provisions of the Warrants,
      the
      terms upon which they shall be issued and exercised, and the respective rights,
      limitation of rights, and immunities of the Company, the Warrant Agent, and
      the
      holders of the Warrants; and

     

    WHEREAS,
      all acts and things have been done and performed which are necessary to make
      the
      Warrants, when executed on behalf of the Company and countersigned by or on
      behalf of the Warrant Agent, as provided herein, the valid, binding and legal
      obligations of the Company, and to authorize the execution and delivery of
      this
      Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    NOW,
      THEREFORE, in consideration of the mutual agreements herein contained, the
      parties hereto agree as follows:

     

    1.  Appointment
      of Warrant Agent.
      The
      Company hereby appoints the Warrant Agent to act as agent for the Company for
      the Warrants, and the Warrant Agent hereby accepts such appointment and agrees
      to perform the same in accordance with the terms and conditions set forth in
      this Agreement.

     

    2.  Warrants.

     

    2.1  Form
      of Warrant.
      Each
      Warrant shall be issued in registered form only, shall be in substantially
      the
      form of Exhibit A hereto, the provisions of which are incorporated herein and
      shall be signed by, or bear the facsimile signature of, the Chairman of the
      Board or President and Treasurer, Secretary or Assistant Secretary of the
      Company and shall bear a facsimile of the Company’s seal. In the event the
      person whose facsimile signature has been placed upon any Warrant shall have
      ceased to serve in the capacity in which such person signed the Warrant before
      such Warrant is issued, it may be issued with the same effect as if he or she
      had not ceased to be such at the date of issuance.

     

    2.2  Effect
      of Countersignature.
      Unless
      and until countersigned by the Warrant Agent pursuant to this Agreement, a
      Warrant shall be invalid and of no effect and may not be exercised by the holder
      thereof.

     

    2.3  Registration.

     

    2.3.1  Warrant
      Register.
      The
      Warrant Agent shall maintain books (“Warrant Register”), for the registration of
      original issuance and the registration of transfer of the Warrants. Upon the
      initial issuance of the Warrants, the Warrant Agent shall issue and register
      the
      Warrants in the names of the respective holders thereof in such denom-inations
      and otherwise in accordance with instructions delivered to the Warrant Agent
      by
      the Company.

     

    2.3.2  Registered
      Holder.
      Prior
      to due presentment for registration of transfer of any Warrant, the Company
      and
      the Warrant Agent may deem and treat the person in whose name such Warrant
      shall
      be registered upon the Warrant Register (“registered holder”), as the absolute
      owner of such Warrant and of each Warrant represented thereby (notwithstanding
      any notation of ownership or other writing on the Warrant Certificate made
      by
      anyone other than the Company or the Warrant Agent), for the purpose of any
      exercise thereof, and for all other purposes, and neither the Company nor the
      Warrant Agent shall be affected by any notice to the contrary.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    2.4  Detachability
      of Warrants.
      The
      securities comprising the Units will not be separately transferable until 90
      days after the date hereof unless Lazard Capital Markets LLC (“Lazard”) informs
      the Company of its decision to allow earlier separate trading (the “Detachment
      Date”), but in no event will Lazard allow separate trading of the securities
      comprising the Units until the Company files a Current Report on Form 8-K which
      includes an audited balance sheet reflecting the receipt by the Company of
      the
      gross proceeds of the Public Offering including the proceeds received by the
      Company from the exercise of the Underwriter’s over-allotment option, if the
      over-allotment option is exercised prior to the filing of the Form
      8-K.

     

    2.5  Warrant
      Attributes.
      The
      Insider Warrants shall have the same terms and be in the same form as the Public
      Warrants.

     

    3.  Terms
      and Exercise of Warrants.

     

    3.1  Warrant
      Price.
      Each
      Warrant shall, when counter-signed by the Warrant Agent, entitle the registered
      holder thereof, subject to the provisions of such Warrant and of this Warrant
      Agreement, to purchase from the Company the number of shares of Common Stock
      stated therein, at the price of $7.50 per whole share, subject to the
      adjustments provided in Section 4 hereof and in the last sentence of this
      Section 3.1. The term “Warrant Price” as used in this Warrant Agreement refers
      to the price per share at which Common Stock may be purchased at the time a
      Warrant is exercised. The Company in its sole discretion may lower the Warrant
      Price at any time prior to the Expiration Date for a period of not less than
      10
      business days.

     

    3.2  Duration
      of Warrants.
      A
      Warrant may be exercised only during the period (“Exercise Period”) commencing
      on the later of (i) the consummation by the 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)
      and (ii) ______, 2008, and terminating at 5:00 p.m., New York City time on
      the
      earlier to occur of (i) _________, 2011 or (ii) the date fixed for
      redemption of the Warrants as provided in Section 6 of this Agreement
      (“Expiration Date”). Except with respect to the right to receive the Redemption
      Price (as set forth in Section 6 hereunder), each Warrant not exercised on
      or
      before the Expiration Date shall become void, and all rights thereunder and
      all
      rights in respect thereof under this Agreement shall cease at the close of
      business on the Expiration Date. The Company in its sole discretion may extend
      the duration of the Warrants by delaying the Expiration Date; provided, however,
      that the Company will provide notice to registered holders of the Warrants
      of
      such extension of not less than 20 days. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3.3  Exercise
      of Warrants.

     

    3.3.1  Payment.
      Subject
      to the provisions of the Warrant and this Warrant Agreement, a Warrant, when
      countersigned by the Warrant Agent, may be exercised by the registered holder
      thereof by surrendering it, at the office of the Warrant Agent, or at the office
      of its successor as Warrant Agent, in the Borough of Manhattan, City and State
      of New York, with the subscription form, as set forth in the Warrant, duly
      executed, and by paying in full the Warrant Price for each full share of Common
      Stock as to which the Warrant is exercised and any and all applicable taxes
      due
      in connection with the exercise of the Warrant, as follows:

     

    (a)  in
      cash,
      good certified check or good bank draft payable to the order of the Company
      (or
      as otherwise agreed to by the Company); or

     

    (b)  with
      respect to any Insider Warrants, in the event the Company calls the Warrants
      for
      redemption pursuant to Section 6 hereof, so
      long as
      such Insider Warrants are held by the Insider or its affiliates, by surrendering
      the Insider Warrants for that number of shares of Common Stock equal to the
      quotient obtained by dividing (x) the product of the number of shares of Common
      Stock underlying the Insider Warrants, multiplied by the difference between
      the
      Warrant Price and the “Fair Market Value” (defined below) by (y) the Fair Market
      Value. Solely for purposes of this Section 3.3.1(b), the “Fair Market Value”
shall mean the average reported last sale price of the Common Stock for the
      five
      trading days ending on the third trading day prior to the date on which the
      notice of redemption is sent to holders of Warrant pursuant to Section 6
      hereof.

     

    3.3.2  Issuance
      of Certificates.
      As soon
      as practicable after the exercise of any Warrant and the clearance of the funds
      in payment of the Warrant Price, the Company shall issue to the registered
      holder of such Warrant a certificate or certificates for the number of full
      shares of Common Stock to which he is entitled, registered in such name or
      names
      as may be directed by him, her or it, and if such Warrant shall not have been
      exercised in full, a new countersigned Warrant for the number of shares as
      to
      which such Warrant shall not have been exercised. Notwithstanding the foregoing,
      the Company shall not be obligated to deliver any securities pursuant to the
      exercise of a Public Warrant and shall have no obligation to settle such Public
      Warrant exercise unless a registration statement under the Act with respect
      to
      the Common Stock is effective, subject to the Company’s satisfying its
      obligations under Section 7.4 to use its best efforts. In the event that a
      registration statement with respect to the Common Stock underlying a Public
      Warrant is not effective under the Act, the holder of such Public Warrant shall
      not be entitled to exercise such Warrant and such Warrant may have no value
      and
      expire worthless. In no event will the Company be required to net cash settle
      the warrant exercise. Public Warrants may not be exercised by, or securities
      issued to, any registered holder in any state in which such exercise would
      be
      unlawful. The shares of common stock issuable upon exercise of Insider Warrants
      shall be unregistered shares. In the event that a registration statement is
      not
      effective for the exercised Public Warrants, the purchaser of a unit containing
      such Warrant, will have paid the full purchase price for the unit solely for
      the
      shares included in such unit.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3.3.3  Valid
      Issuance.
      All
      shares of Common Stock issued upon the proper exercise of a Warrant in
      conformity with this Agreement shall be validly issued, fully paid and
      nonassessable.

     

    3.3.4  Date
      of Issuance.
      Each
      person in whose name any such certificate for shares of Common Stock is issued
      shall for all purposes be deemed to have become the holder of record of such
      shares on the date on which the Warrant was surrendered and payment of the
      Warrant Price was made, irrespective of the date of delivery of such
      certificate, except that, if the date of such surrender and payment is a date
      when the stock transfer books of the Company are closed, such person shall
      be
      deemed to have become the holder of such shares at the close of business on
      the
      next succeeding date on which the stock transfer books are open.

     

    4.  Adjustments.

     

    4.1  Stock
      Dividends - Split-Ups.
      If
      after the date hereof, and subject to the provisions of Section 4.6 below,
      the
      number of outstanding shares of Common Stock is increased by a stock dividend
      payable in shares of Common Stock, or by a split-up of shares of Common Stock,
      or other similar event, then, on the effective date of such stock dividend,
      split-up or similar event, the number of shares of Common Stock issuable on
      exercise of each Warrant shall be increased in proportion to such increase
      in
      outstanding shares of Common Stock.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    4.2  Aggregation
      of Shares.
      If
      after the date hereof, and subject to the provisions of Section 4.6, the
      number of outstanding shares of Common Stock is decreased by a consolidation,
      combination, reverse stock split or reclassifi-cation of shares of Common Stock
      or other similar event, then, on the effective date of such consolidation,
      combination, reverse stock split, reclassification or similar event, the number
      of shares of Common Stock issuable on exercise of each Warrant shall be
      decreased in proportion to such decrease in outstanding shares of Common
      Stock.

     

    4.3  Adjustments
      in Exercise Price.
      Whenever the number of shares of Common Stock purchasable upon the exercise
      of
      the Warrants is adjusted, as provided in Section 4.1 and 4.2 above, the Warrant
      Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price
      immediately prior to such adjustment by a fraction (x) the numerator of which
      shall be the number of shares of Common Stock purchasable upon the exercise
      of
      the Warrants immediately prior to such adjustment, and (y) the denominator
      of
      which shall be the number of shares of Common Stock so purchasable immediately
      thereafter.

     

    4.4  Replacement
      of Securities upon Reorganization, etc.
      In case
      of any reclassification or reorganization of the outstanding shares of Common
      Stock (other than a change covered by Section 4.1 or 4.2 hereof or that
      solely affects the par value of such shares of Common Stock), or in the case
      of
      any merger or consolidation of the Company with or into another corporation
      (other than a consolidation or merger in which the Company is the continuing
      corporation and that does not result in any reclassification or reorganization
      of the outstanding shares of Common Stock), or in the case of any sale or
      conveyance to another corporation or entity of the assets or other property
      of
      the Company as an entirety or substantially as an entirety in connection with
      which the Company is dissolved, the Warrant holders shall thereafter have the
      right to purchase and receive, upon the basis and upon the terms and conditions
      specified in the Warrants and in lieu of the shares of Common Stock of the
      Company immediately theretofore purchasable and receivable upon the exercise
      of
      the rights represented thereby, the kind and amount of shares of stock or other
      securities or property (including cash) receivable upon such reclassification,
      reorganization, merger or consolidation, or upon a dissolution following any
      such sale or transfer, that the Warrant holder would have received if such
      Warrant holder had exercised his, her or its Warrant(s) immediately prior to
      such event; and if any reclassification also results in a change in shares
      of
      Common Stock covered by Section 4.1 or 4.2, then such adjustment shall be
      made pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.4. The
      provisions of this Section 4.4 shall similarly apply to successive
      reclassifications, reorganizations, mergers or consolidations, sales or other
      transfers.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    4.5  Notices
      of Changes in Warrant.
      Upon
      every adjustment of the Warrant Price or the number of shares issuable upon
      exercise of a Warrant, the Company shall give written notice thereof to the
      Warrant Agent, which notice shall state the Warrant Price resulting from such
      adjust-ment and the increase or decrease, if any, in the number of shares
      purchasable at such price upon the exercise of a Warrant, setting forth in
      reasonable detail the method of calculation and the facts upon which such
      calculation is based. Upon the occurrence of any event specified in Sections
      4.1, 4.2, 4.3 or 4.4, then, in any such event, the Company shall give written
      notice to each Warrant holder, at the last address set forth for such holder
      in
      the warrant register, of the record date or the effective date of the event.
      Failure to give such notice, or any defect therein, shall not affect the
      legality or validity of such event.

     

    4.6  No
      Fractional Shares.
      Notwithstanding any provi-sion contained in this Warrant Agreement to the
      contrary, the Company shall not issue fractional shares upon exercise of
      Warrants. If, by reason of any adjustment made pursuant to this Section 4,
      the holder of any Warrant would be entitled, upon the exercise of such Warrant,
      to receive a fractional interest in a share, the Company shall, upon such
      exercise, round up or down to the nearest whole number the number of the shares
      of Common Stock to be issued to the Warrant holder.

     

    4.7  Form
      of Warrant.
      The
      form of Warrant need not be changed because of any adjustment pursuant to this
      Section 4, and Warrants issued after such adjustment may state the same Warrant
      Price and the same number of shares as is stated in the Warrants initially
      issued pursuant to this Agreement. However, the Company may at any time in
      its
      sole discretion make any change in the form of Warrant that the Company may
      deem
      appropriate and that does not affect the substance thereof, and any Warrant
      thereafter issued or countersigned, whether in exchange or substitution for
      an
      outstanding Warrant or otherwise, may be in the form as so changed.

     

    4.8  Extraordinary
      Dividend.
      If the
      Company, at any time while the Warrants are outstanding and unexpired, shall
      pay
      a dividend in cash or securities to the holders of the Common Stock (or shares
      of the Company’s capital stock into which the Warrants are convertible), then
      upon the exercise of the Warrants, the registered holder shall be entitled
      to a
      proportionate share of any such dividend as if the shares of Common Stock
      purchased upon exercise hereof by such registered holder had been purchased
      and
      outstanding on the record date fixed for the determination of the holders of
      the
      Common Stock entitled to receive such dividend.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    5.  Transfer
      and Exchange of Warrants.

     

    5.1  Transfer
      of Warrants.
      Prior
      to the Detachment Date, the Public Warrants may be transferred or exchanged
      only
      together with the Unit in which such Warrant is included, and only for the
      purpose of effecting, or in conjunction with, a transfer or exchange of such
      Unit. Furthermore, each transfer of a Unit on the register relating to such
      Units shall operate also to transfer the Warrants included in such Unit. From
      and after the Detachment Date this Section 5.1 will have no further force and
      effect.

     

    5.2  Registration
      of Transfer.
      The
      Warrant Agent shall register the transfer, from time to time, of any outstanding
      Warrant upon the Warrant Register, upon surrender of such Warrant for transfer,
      properly endorsed with signatures properly guaranteed and accompanied by
      appropriate instructions for transfer. Upon any such transfer, a new Warrant
      representing an equal aggregate number of Warrants shall be issued and the
      old
      Warrant shall be cancelled by the Warrant Agent. The Warrants so cancelled
      shall
      be delivered by the Warrant Agent to the Company from time to time upon
      request.

     

    5.3  Procedure
      for Surrender of Warrants.
      Warrants may be surrendered to the Warrant Agent, together with a written
      request for exchange or transfer, and there-upon the Warrant Agent shall issue
      in exchange therefor one or more new Warrants as requested by the registered
      holder of the Warrants so surrendered, representing an equal aggregate number
      of
      Warrants; provided, however, that in the event that a Warrant surrendered for
      transfer bears a restrictive legend, the Warrant Agent shall not cancel such
      Warrant and issue new Warrants in exchange therefor until the Warrant Agent
      has
      received an opinion of counsel for the Company stating that such transfer may
      be
      made and indicating whether the new Warrants must also bear a restrictive
      legend.

     

    5.4  Fractional
      Warrants.
      The
      Warrant Agent shall not be required to effect any registration of transfer
      or
      exchange which will result in the issuance of a warrant certificate for a
      fraction of a warrant.

     

    5.5  Service
      Charges.
      No
      service charge shall be made for any exchange or registration of transfer of
      Warrants.

     

    5.6  Warrant
      Execution and Countersignature.
      The
      Warrant Agent is hereby authorized to countersign and to deliver, in accordance
      with the terms of this Agreement, the Warrants required to be issued pursuant
      to
      the provisions of this Section 5, and the Company, whenever required by the
      Warrant Agent, will supply the Warrant Agent with Warrants duly executed on
      behalf of the Company for such purpose.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    6.  Redemption.

     

    6.1  Redemption.
      Subject
      to Section 6.4 hereof, not less than all of the outstanding Warrants may be
      redeemed, at the option of the Company, at any time while they are exercisable
      and prior to their expiration, at the office of the Warrant Agent, upon the
      notice referred to in Section 6.2, at the price of $.01 per Warrant
      (“Redemption Price”), provided that the last sales price of the Common Stock has
      been at least $14.25 per share, on each of twenty (20) trading days within
      any
      thirty (30) trading day period ending on the third business day prior to the
      date on which notice of redemption is given. Notwithstanding the foregoing,
      the
      Registration Statement must be current in order for the Company to exercise
      its
      redemption rights pursuant to this Section 6. The provisions of this Section
      6.1
      may not be modified, amended or deleted without the prior written consent of
      Lazard Capital Markets LLC (“Lazard”).

     

    6.2  Date
      Fixed for, and Notice of, Redemption.
      In the
      event the Company shall elect to redeem all of the Warrants, the Company shall
      fix a date for the redemption. Notice of redemption shall be mailed by first
      class mail, postage prepaid, by the Company not less than 30 days prior to
      the
      date fixed for redemption to the registered holders of the Warrants to be
      redeemed at their last addresses as they shall appear on the registration books.
      Any notice mailed in the manner herein provided shall be conclusively presumed
      to have been duly given whether or not the registered holder received such
      notice.

     

    6.3  Exercise
      After Notice of Redemption.
      The
      Warrants may be exercised, for cash (or, with respect to the Insider Warrants,
      on a “cashless basis” in accordance with Section 3.3.1 of this Agreement) at any
      time after notice of redemption shall have been given by the Company pursuant
      to
      Section 6.2 hereof and prior to the time and date fixed for redemption. On
      and
      after the redemption date, the record holder of the Warrants shall have no
      further rights except to receive, upon surrender of the Warrants, the Redemption
      Price.

     

    6.4  Outstanding
      Warrants Only.
      The
      Company understands that the redemption rights provided for by this Section
      6
      apply only to outstanding Warrants. To the extent a person holds rights to
      purchase Warrants, such purchase rights shall not be extinguished by redemption.
      However, once such purchase rights are exercised, the Company may redeem the
      Warrants issued upon such exercise provided that the criteria for redemption
      is
      met, including the opportunity of the Warrant holder to exercise prior to
      redemption pursuant to Section 6.3. In the event that the Common Stock issuable
      upon exercise of the Warrants has not been registered or qualified or deemed
      to
      be exempt under the securities laws of the state of residence of the holder
      of
      the Warrants, the Company will not have the right to redeem the Warrants. The
      provisions of this Section 6.4 may not be modified, amended or deleted without
      the prior written consent of Lazard.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    7.  Other
      Provisions Relating to Rights of Holders of Warrants.

     

    7.1  No
      Rights as Stockholder.
      A
      Warrant does not entitle the registered holder thereof to any of the rights
      of a
      stockholder of the Company, including, without limitation, the right to receive
      divi-dends, or other distributions, exercise any preemptive rights to vote
      or to
      consent or to receive notice as stockholders in respect of the meetings of
      stockholders or the election of directors of the Company or any other
      matter.

     

    7.2  Lost,
      Stolen, Mutilated, or Destroyed Warrants.
      If any
      Warrant is lost, stolen, mutilated, or destroyed, the Company and the Warrant
      Agent may on such terms as to indemnity or otherwise as they may in their
      discretion impose (which shall, in the case of a mutilated Warrant, include
      the
      surrender thereof), issue a new Warrant of like denomination, tenor, and date
      as
      the Warrant so lost, stolen, mutilated, or destroyed. Any such new Warrant
      shall
      constitute a substitute contractual obligation of the Company, whether or not
      the allegedly lost, stolen, mutilated, or destroyed Warrant shall be at any
      time
      enforceable by anyone.

     

    7.3  Reservation
      of Common Stock.
      The
      Company shall at all times reserve and keep available a number of its authorized
      but unissued shares of Common Stock that will be sufficient to permit the
      exercise in full of all outstanding Warrants issued pursuant to this
      Agreement.

     

    7.4  Registration
      of Common Stock.
      The
      Company agrees that prior to the commencement of the Exercise Period, it shall
      file with the Securities and Exchange Commission a post-effective amendment
      to
      the Registration Statement, or a new registration statement, for the
      registration, under the Act, of, and it shall use its best efforts to take
      such
      action as is necessary to qualify for sale, in those states in which the
      Warrants were initially offered by the Company, the Common Stock issuable upon
      exercise of the Warrants. In either case, the Company will use its best efforts
      to cause the same to become effective and to maintain the effectiveness of
      such
      registration statement until the expiration of the Warrants in accordance with
      the provisions of this Agreement. The provisions of this Section 7.4 may
      not be modified, amended or deleted without the prior written consent of
      Lazard. In
      no
      event will the registered holder of a warrant be entitled to receive a net-cash
      settlement or shares of Common Stock or other consideration as a result of
      the Company's non-compliance with this Section 7.4.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    8.  Concerning
      the Warrant Agent and Other Matters.

     

    8.1  Payment
      of Taxes.
      The
      Company will from time to time promptly pay all taxes and charges that may
      be
      imposed upon the Company or the Warrant Agent in respect of the issuance or
      delivery of shares of Common Stock upon the exercise of Warrants, but the
      Company shall not be obligated to pay any transfer taxes in respect of the
      Warrants or such shares.

     

    8.2  Resignation,
      Consolidation, or Merger of Warrant Agent.

     

    8.2.1  Appointment
      of Successor Warrant Agent.
      The
      Warrant Agent, or any successor to it hereafter appointed, may resign its duties
      and be discharged from all further duties and liabilities hereunder after giving
      sixty (60) days’ notice in writing to the Company. If the office of the Warrant
      Agent becomes vacant by resignation or incapacity to act or otherwise, the
      Company shall appoint in writing a successor Warrant Agent in place of the
      Warrant Agent. If the Company shall fail to make such appointment within a
      period of 30 days after it has been notified in writing of such resignation
      or
      incapacity by the Warrant Agent or by the holder of the Warrant (who shall,
      with
      such notice, submit his Warrant for inspection by the Company), then the holder
      of any Warrant may apply to the Supreme Court of the State of New York for
      the
      County of New York for the appoint-ment of a successor Warrant Agent at the
      Company’s cost. Any successor Warrant Agent, whether appointed by the Company or
      by such court, shall be a corporation organized and existing under the laws
      of
      the State of New York, in good standing and having its principal office in
      the
      Borough of Manhattan, City and State of New York, and authorized under such
      laws
      to exercise corporate trust powers and subject to supervision or examination
      by
      federal or state authority. After appointment, any successor Warrant Agent
      shall
      be vested with all the authority, powers, rights, immunities, duties, and
      obligations of its predecessor Warrant Agent with like effect as if originally
      named as Warrant Agent hereunder, without any further act or deed; but if for
      any reason it becomes necessary or appropriate, the predecessor Warrant Agent
      shall execute and deliver, at the expense of the Company, an instrument
      transferring to such successor Warrant Agent all the authority, powers, and
      rights of such predecessor Warrant Agent here-under; and upon request of any
      successor Warrant Agent the Company shall make, exe-cute, acknowledge, and
      deliver any and all instruments in writing for more fully and effectually
      vesting in and confirming to such successor Warrant Agent all such authority,
      powers, rights, immunities, duties, and obligations.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    8.2.2  Notice
      of Successor Warrant Agent.
      In the
      event a successor Warrant Agent shall be appointed, the Company shall give
      notice thereof to the predecessor Warrant Agent and the transfer agent for
      the
      Common Stock not later than the effective date of any such
      appointment.

     

    8.2.3  Merger
      or Consolidation of Warrant Agent.
      Any
      corporation into which the Warrant Agent may be merged or with which it may
      be
      consolidated or any corporation resulting from any merger or consolidation
      to
      which the Warrant Agent shall be a party shall be the successor Warrant Agent
      under this Agreement without any further act.

     

    8.3  Fees
      and Expenses of Warrant Agent.

     

    8.3.1  Remuneration.
      The
      Company agrees to pay the Warrant Agent reasonable remuneration for its services
      as such Warrant Agent hereunder and will reim-burse the Warrant Agent upon
      demand for all expenditures that the Warrant Agent may reasonably incur in
      the
      execution of its duties hereunder.

     

    8.3.2  Further
      Assurances.
      The
      Company agrees to perform, execute, acknowledge, and deliver or cause to be
      performed, executed, acknowledged, and delivered all such further and other
      acts, instruments, and assurances as may reason-ably be required by the Warrant
      Agent for the carrying out or performing of the provisions of this
      Agreement.

     

    8.4  Liability
      of Warrant Agent.

     

    8.4.1  Reliance
      on Company Statement.
      Whenever in the performance of its duties under this Warrant Agreement, the
      Warrant Agent shall deem it necessary or desirable that any fact or matter
      be
      proved or estab-lished by the Company prior to taking or suffering any action
      hereunder, such fact or matter (unless other evidence in respect thereof be
      herein specifically prescribed) may be deemed to be conclusively proved and
      established by a statement signed by the President or Chairman of the Board
      of
      the Company and delivered to the Warrant Agent. The Warrant Agent may rely
      upon
      such statement for any action taken or suffered in good faith by it pursuant
      to
      the provisions of this Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    8.4.2  Indemnity.
      The
      Warrant Agent shall be liable hereunder only for its own negligence, willful
      mis-conduct or bad faith. The Company agrees to indemnify the Warrant Agent
      and
      save it harmless against any and all liabilities, including judgments, costs
      and
      reasonable counsel fees, for anything done or omitted by the Warrant Agent
      in
      the execution of this Agreement except as a result of the Warrant Agent’s
      negligence, willful miscon-duct, or bad faith.

     

    8.4.3  Exclusions.
      The
      Warrant Agent shall have no respons-ibility with respect to the validity of
      this
      Agreement or with respect to the validity or execution of any Warrant (except
      its countersignature thereof); nor shall it be responsible for any breach by
      the
      Company of any covenant or condition contained in this Agreement or in any
      Warrant; nor shall it be responsible to make any adjustments required under
      the
      provisions of Section 4 hereof or responsible for the manner, method, or amount
      of any such adjustment or the ascertaining of the existence of facts that would
      require any such adjustment; nor shall it by any act hereunder be deemed to
      make
      any represen-tation or warranty as to the authorization or reservation of any
      shares of Common Stock to be issued pursuant to this Agreement or any Warrant
      or
      as to whether any shares of Common Stock will when issued be valid and fully
      paid and nonassessable.

     

    8.5  Acceptance
      of Agency.
      The
      Warrant Agent hereby accepts the agency established by this Agreement and agrees
      to perform the same upon the terms and condi-tions herein set forth and among
      other things, shall account promptly to the Company with respect to Warrants
      exercised and concurrently account for, and pay to the Company, all moneys
      received by the Warrant Agent for the purchase of shares of Common Stock through
      the exercise of Warrants.

     

    8.6  Waiver.
      The
      Warrant Agent hereby waives any and all right, title, interest or claim of
      any
      kind (“Claim”) in or to any distribution of the Trust Account (as defined in
      that certain Investment Management Trust Agreement, dated as of the date hereof,
      by and between the Company and the Warrant Agent as trustee thereunder), and
      hereby agrees not to seek recourse, reimbursement, payment or satisfaction
      for
      any Claim against the Trust Account for any reason whatsoever.

     

    9.  Miscellaneous
      Provisions.

     

    9.1  Successors.
      All the
      covenants and provisions of this Agreement by or for the benefit of the Company
      or the Warrant Agent shall bind and inure to the benefit of their respective
      successors and assigns.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    9.2  Notices.
      Any
      notice, statement or demand authorized by this Warrant Agreement to be given
      or
      made by the Warrant Agent or by the holder of any Warrant to or on the Company
      shall be sufficiently given when so delivered if by hand or overnight delivery
      or if sent by certified mail or private courier service within five days after
      deposit of such notice, postage prepaid, addressed (until another address is
      filed in writing by the Company with the Warrant Agent), as
      follows:

     

    
      	 	 	 	
              Polaris
                Acquisition Corp.

            


    

    2200
      Fletcher Avenue, 4th Floor

    Fort
      Lee,
      New Jersey 07024

    
      	 	 	 	
              Attn:

            	
              Chairman

            


    

    


    Any
      notice, statement or demand authorized by this Agreement to be given or made
      by
      the holder of any Warrant or by the Company to or on the Warrant Agent shall
      be
      sufficiently given when so delivered if by hand or overnight delivery or if
      sent
      by certified mail or private courier service within five days after deposit
      of
      such notice, postage prepaid, addressed (until another address is filed in
      writing by the Warrant Agent with the Company), as follows:

    


    
      	 	 	 	
              Continental
                 Stock Transfer & Trust Company


            


    

    
      	     	 	 	
              17
                Battery Place
New York, New York
                10004

            


    

    
      	 	 	 	
              Attn:

            	
              Compliance
                Department

            


    

    


    with
      a
      copy in each case to:

    


    Graubard
      Miller

    The
      Chrysler Building

    405
      Lexington Avenue

    New
      York,
      New York 10174

    Attn: David
      Alan Miller, Esq.

    


    and

    


    Kramer
      Levin Naftalis & Frankel LLP

    1177
      Avenue of the Americas

    New
      York,
      New York 10036

    Attn: Christopher
      S. Auguste, Esq.

    


    and

    


    Lazard
      Capital Markets LLC

    30
      Rockefeller Plaza

    New
      York,
      NY 10020 

    Attn: 

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    9.3  Applicable
      law.
      The
      validity, interpretation, and performance of this Agreement and of the Warrants
      shall be governed in all respects by 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. The Company hereby
      agrees that any action, proceeding or claim against it arising out of or
      relating in any way to this Agreement shall be brought and enforced in the
      courts of the State of New York or the United States District Court for the
      Southern District of New York, and irrevocably submits to such jurisdiction,
      which jurisdiction shall be exclusive. The Company hereby waives any objection
      to such exclusive jurisdiction and that such courts represent an inconvenient
      forum. Any such process or summons to be served upon the Company may be served
      by transmitting a copy thereof by registered or certified mail, return receipt
      requested, postage prepaid, addressed to it at the address set forth in Section
      9.2 hereof. Such mailing shall be deemed personal service and shall be legal
      and
      binding upon the Company in any action, proceeding or claim.

     

    9.4  Persons
      Having Rights under this Agreement.
      Nothing
      in this Agreement expressed and nothing that may be implied from any of the
      provisions hereof is intended, or shall be construed, to confer upon, or give
      to, any person or corporation other than the parties here-to and the registered
      holders of the Warrants and, for the purposes of Sections 6.4, 7.4 and 9.2
      hereof, any right, remedy, or claim under or by reason of this Warrant Agreement
      or of any covenant, condition, stipulation, promise, or agreement hereof. Lazard
      shall be deemed to be a third-party beneficiary of this Agreement with respect
      to Sections 6.4, 7.4 and 9.2 hereof. All covenants, conditions, stipulations,
      promises, and agreements contained in this Warrant Agreement shall be for the
      sole and exclusive benefit of the parties hereto (and Lazard with respect to
      the
      Sections 6.4, 7.4 and 9.2 hereof) and their successors and assigns and of the
      registered holders of the Warrants. This Section 9.4 shall not be modified
      or
      amended without the prior written consent of Lazard.

     

    9.5  Examination
      of the Warrant Agreement.
      A copy
      of this Agreement shall be available at all reason-able times at the office
      of
      the Warrant Agent in the Borough of Manhattan, City and State of New York,
      for
      inspection by the registered holder of any Warrant. The Warrant Agent may
      require any such holder to submit his Warrant for inspection by it.

     

    9.6  Counterparts.
      This
      Agreement may be executed in any number of original or facsimile counterparts
      and each of such counterparts shall for all purposes be deemed to be an
      original, and all such counterparts shall together constitute but one and the
      same instrument.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    9.7  Effect
      of Headings.
      The
      Section headings herein are for convenience only and are not part of this
      Warrant Agreement and shall not affect the inter-pretation thereof.

     

    9.8  Amendments.
      This
      Agreement may be amended by the parties hereto without the consent of any
      registered holder for the purpose of curing any ambiguity, or of curing,
      correcting or supplementing any defective provision contained herein or adding
      or changing any other provisions with respect to matters or questions arising
      under this Agreement as the parties may deem necessary or desirable and that
      the
      parties deem shall not adversely affect the interest of the registered holders.
      All other modifications or amendments, including any amendment to increase
      the
      Warrant Price or shorten the Exercise Period, shall require the written consent
      of the registered holders of a majority of the then outstanding Warrants.
      Notwithstanding the foregoing, the Company may lower the Warrant Price or extend
      the duration of the Exercise Period pursuant to Sections 3.1 and 3.2,
      respectively, without the consent of the registered holders.

     

    9.9  Severability.
      This
      Agreement shall be deemed severable, and the invalidity or unenforceability
      of
      any term or provision hereof shall not affect the validity or enforceability
      of
      this Agreement or of any other term or provision hereof. Furthermore, in lieu
      of
      any such invalid or unenforceable term or provision, the parties hereto intend
      that there shall be added as a part of this Agreement a provision as similar
      in
      terms to such invalid or unenforceable provision as may be possible and be
      valid
      and enforceable.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


      IN
      WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto
      as
      of the day and year first above written.

     

    
      	 	 	 
	 	POLARIS
              ACQUISITION CORP.
	 
 	 
 	 
 
	  	By:  	 
	 	
              

              Name:
                

              Title:
                

            
	 	 


    

     

    
       

      
        	 	 	 
	 	
                CONTINENTAL STOCK
                  TRANSFER &
                  TRUST COMPANY

              
	 
 	 
 	 
 
	  	By:  	 
	 	
                

                Name:
                  

                Title: