Subscription
        Agreement

      


      
November
        __, 2007

      


      To
        the
        Board of Directors of 

      Polaris
        Acquisition Corporation:

      


      Gentlemen:

      


      The
        undersigned hereby subscribes for and agrees to purchase _________ Warrants
        (“Insider Warrants”) at $1.00 per Insider Warrant, of Polaris Acquisition Corp.
        (the “Corporation”) for an aggregate purchase price of $__________ (“Purchase
        Price”). The purchase and issuance of the Insider Warrants shall occur
        simultaneously with the consummation of the Corporation’s initial public
        offering of securities (“IPO”) which is being underwritten by Lazard Capital
        Markets LLC (“Lazard”). The Insider Warrants will be sold to the undersigned on
        a private placement basis and not as part of the IPO. 

      


      At
        least
        24 hours prior to the effective date of the registration statement filed
        in
        connection with the IPO (“Registration Statement”), the undersigned shall
        deliver the Purchase Price to Graubard Miller (“GM”) to hold in a non-interest
        bearing account until the Corporation consummates the IPO. Simultaneously
        with
        the consummation of the IPO, GM shall deposit the Purchase Price, without
        interest or deduction, into the trust fund (“Trust Fund”) established by the
        Corporation for the benefit of the Corporation’s public stockholders as
        described in the Corporation’s Registration Statement, pursuant to the terms of
        an Investment Management Trust Agreement to be entered into between the
        Corporation and Continental Stock Transfer & Trust Company. In the event
        that the IPO is not consummated within 14 days of the Purchase Price being
        delivered to GM, GM shall return the Purchase Price to the undersigned, without
        interest or deduction.

      


      The
        undersigned represents and warrants that it has been advised that the Insider
        Warrants have not been registered under the Securities Act; that it is acquiring
        the Insider Warrants for its account for investment purposes only; that it
        has
        no present intention of selling or otherwise disposing of the Insider Warrants
        in violation of the securities laws of the United States; that it is an
“accredited investor” as defined by Rule 501 of Regulation D promulgated under
        the Securities Act of 1933, as amended (the “Securities Act”); and that it is
        familiar with the proposed business, management, financial condition and
        affairs
        of the Corporation.

      


      Moreover,
        the undersigned agrees that it shall not sell or transfer the Insider Warrants
        until 45 days after the Corporation consummates a merger, capital stock
        exchange, asset acquisition or other similar business combination with an
        operating business (“Business Combination”) and acknowledges that the Insider
        Warrants will be held in escrow during such time period and the certificates
        for
        such Insider Warrants shall contain a legend indicating such restriction
        on
        transferability. 

      


      The
        Corporation hereby acknowledges and agrees that it shall allow the undersigned
        or its affiliates to exercise any Insider Warrants by surrendering such 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 exercise price and the “Fair Market Value” (defined below) by (y) the
        Fair Market Value. The “Fair Market Value” shall mean the average reported last
        sale price of the Common Stock for the 10 trading days ending on the third
        trading day prior to the date on which the notice of redemption is sent to
        holders of Warrant.

       

      Each
        of
        the undersigned hereby waives any and all rights to assert any present or
        future
        claims, including any right of rescission, against the Company, Lazard or
        the
        other underwriters in the IPO with respect to their purchase of the Insider
        Warrants, and each of the undersigned agrees to indemnify and hold the Company,
        Lazard and the other underwriters in the IPO harmless from all losses, damages
        or expenses that relate to claims or proceedings brought against the Company
        or
        such underwriters by the undersigned of the Insider Warrants or his transferees,
        heirs, assigns or any subsequent holders of the Insider Warrants in respect
        of
        the transactions contemplated hereby.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      This
        Agreement may be executed in any number of counterparts, each of which when
        so
        executed shall be deemed to be an original and all of which taken together
        shall
        constitute one and the same instrument. This Agreement or any counterpart
        may be
        executed via facsimile transmission, and any such executed facsimile copy
        shall
        be treated as an original.

      


      This
        Agreement shall for all purposes be deemed to be made under and shall be
        construed in accordance with the laws of the State of New York. Each of the
        parties 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. Each of the parties hereby waives
        any
        objection to such exclusive jurisdiction and that such courts represent an
        inconvenient forum.

      


      The
        terms
        of this agreement and the restriction on transfers with respect to the Insider
        Warrants may not be amended without the prior written consent of
        Lazard.

       

      
        	 	 	 
	 	Very
                truly
                yours,
	 
 	 
 	 
 
	 	By:  	 
	 	
                

              
	 	Name:
	 	Title:


      

       

      Agreed
        to:

      


      
        	 	 
	Polaris
                Acquisition Corp.
	 
 	 
 
	By:  	 
	
              	
                

              
	
              	Name:
                
	 	Title:


      

       

       

      
        	 	 
	Graubard
                Miller
	 
 	 
 
	By:  	 
	
              	
                

              
	
              	Name:
                
	 	Title:




      
        	 	 
	Lazard
                Capital
                Markets LLC
	 
 	 
 
	By:  	 
	
              	
                

              
	
              	Name:
                
	 	Title: